Möbius Strip
by StreetsIsCold
Summary: Another timeline reset, another plan arranged. Akemi Homura is focused on finding the one solution to her problem, but variables get in the way again. Dealing with a cataclysmically unstable Tomoe Mami while trying to arrange for Kyouko to look after Madoka and Sayaka, can she find a medium to finally end the loop? Or will all the well-made plans slip through her fingers yet again?
1. Chapter 1

Chapter One

Tomoe Mami's eyes cast nervous glances at her surroundings. The area around her was overcast with night; distant car horns from the road overhead were the only indication that the Mitakihara was still alive as late as it was.

The girl's footsteps trailed off, the last clatter of her shoes echoing along the blackened alley as her head swiveled, trying to locate an unheard noise behind her. Silence lingered for a few moments as the blonde's heart beat loudly in her chest, her breath speeding up with anxiety as smaller and more frequent bursts of air drifted from her lips into the warm night.

Finally, after enough time had passed, the young student, seemingly appeased, took a deep breath to calm herself, and turned to continue on her way.

'_Good evening Tomoe Mami._' The small white creature, absent only seconds ago, sat perched on a trash can, ruby-red eyes fixed on the girl in front of him. His telepathic voice gave Mami a start, a hand flying to her chest in surprise as she stared back at the new appearance.

"G-good evening Kyuubey." Her chest had started pounding again and beads of sweat started re-forming on her brow. Mami made an effort to keep her voice steady; she hoped with all the power held in the tiny ring on her finger that it was only a transient visit. "It's been a while. Nice night out, isn't it?"

'_I suppose it is._' The Incubator seemed to cast a thoughtful look at the sky above, Mami followed his gaze, watching the inky grey clouds float gently over the stars and moon for a few moments. '_Although it would be my pleasure to discuss the niceties of the weather with you Tomoe Mami, I'm afraid I'm not here on social call.'_

"Is…is that so?" Mami casually played with the curled springs of hair that rested on her shoulders, twisting them between her pointer finger and thumb, a habit she was catching herself in more and more often nowadays.

'_Regrettably, it is.' _Kyuubey bowed his head, as though apologizing for the lack of intimacy he was showing. '_I've been rather busy in Kazamino, and as you know, I've left this city unchecked. As a matter of fact, without the new contracts and through due process, it seems you're one of the only Puella Magi left in the city.' _He capped this statement with a poignant look, as though expexting a reaction he could read into.

"Really? I didn't even know." Mami looked off to the side, trying not to let her nervousness bleed through. "I'd assume you're here to rectify that?"

'_Yes, that and…well, it shouldn't be anything consequential, but there's been a sudden explosion in magical power around Mitakihara, I came to investigate.' _He gave a nonchalont flick of his thick, fluffy tail. '_Anything you would happen to know about Mami?'_

"N-no, I'm sorry. I haven't sensed anything out of the ordinary."

'_I see. Well, I apologize for keeping you occupied, surely you must need some rest.' _Kyuubey made to jump off the trash can, flexing his hind legs before Mami's voice stopped him.

"Kyuubey…why did you come to see me personally?" At this, the albino form gave only a moment of pause before completing its previous movement, soft padded feet slapping on the grease-covered alley street.

'_You're the senior Puella Magi of this area Mami, it's only natural that I would want to assure your safety considering the sudden influx of witches in the area.' _He stretched, his front paws pushing out while his back twisted into an arch, his feline face scrunching up in mock satisfaction. '_Also I won't pretend that I didn't want to see your reaction to having new companions around the city. I'm sure you're very eager, no?'_

The girl bunched up her shoulders, crossing her arms and maintaining steadfast silence as the tension increased. Kyuubey closed his eyes for only a moment as he turned his back to Mami, mentally filing her silence away for later analysis.

'_Perhaps not.' _He started off, leaving the blonde to her quiet hesitance. '_Keep warm Tomoe Mami. Even in this climate, carelessness benefits none.'_

Mami nodded thoughtlessly at his advice, her mind too filled with detached fear and turmoil to really listen to what he said as she started the suddenly very long and troubled walk back home to her apartment, where she wouldn't sleep a wink, too busy staring at the door and keeping her soul gem close to hand and heart.

Softly lidded eyes opened slowly to the sight of an off-white, well-painted ceiling. Akemi Homura made no effort to sit up, instead simply taking several seconds to organize her thoughts. She held this moment dearly, several seconds to collect herself and try to fabricate a ghost of a plan.

Even with all the uncounted variables in the system, there would hopefully be something she could try to accomplish, an untested method that had a glimmer of a hope of working.

_No conventionality. If I stick to routine I will never accomplish anything, if I approach this from different angles, I may find new methods. _Homura took a moment to run this thought though her head again before sitting up. She had thought of a new course of action in the last timeline, when Madoka had contracted for Miki Sayaka.

The non-specific wish was for her friend not to die after the bluenette's soul gem had become sullied, without knowing that becoming a witch technically counted as the soul still being alive…

Homura had not reached her in time. The newly contracted Puella Magi had spent her entire first battle trying to convince Miki to "get better" from her fate, steadfastly refusing to fight what used to be her best friend.

And so Homura had once again stood in front of Madoka's body, bruised and broken from the impact of a thousand wheels, whispering and re-sealing her promise to the corpse before winding back the shield on her forearm.

The time-traveler pinched the bridge of her nose in frustration and thought. It seemed that, even with all her efforts focused on defeating Walpurgisnacht, keeping an eye on Madoka still proved to be both important and difficult to manage on her own.

And so, she had decided to elect a-her mind briefly glossed over the word "babysitter" before settling on "_monitor_"-for Madoka.

Miki Sayaka was instantly eliminated from the list of possibilities, the stupid girl could barely look after _herself _for half a month, and Homura would sooner entrust Madoka to one of the Incubator's close cousins than push her even closer to Sayaka. She knew from previous encounters that the closer Madoka got to Miki, the more likely she became to contract. _As evidenced by the latest attempt, _she reminded herself.

Tomoe Mami was certainly a possibility, she was powerful enough to keep Madoka safe, but she was lonely, prone to maybe even convincing Madoka to contract just to get some company, and unstable to boot. Perhaps not as much as Miki, but after seeing that rifle trained with perfect steadiness right at her soul gem even while Mami's entire body was shaking with tears all those timelines ago…

Homura ran a hand through her hair, hoping to ease her thoughts. She hoped that particular encounter was never a fear Madoka would have to face. Not to mention that should all go well, she would have an alternate use for Tomoe Mami.

That left one person, the one person that always seemed most ready to team up with Homura, that seemed to get along well enough with Miki Sayaka that she might even be able to keep an eye on the novice or prevent her from contracting altogether, that was perfectly neutral to Madoka becoming a Puella Magi, and powerful enough to protect Madoka from any possible threats.

Sakura Kyouko would not be happy to hear about her new job.

"My name is Akemi Homura." Cold violet eyes scanned the classroom in front of her, jumping from student to student as she analyzed each transaction carefully.

_Step one: Find any inconsistencies. _Homura knew from experience that irregularities in timelines were common and ranged from slight to extreme. Sometimes Sayaka Miki would be ill for the entire month, once Tomoe Mami was missing an arm, or on rare occasion half of the class would have contracted.

No matter how slight the hiccups, they may, and had a tendency to, interfere with the plans she set. When Miki had been sick, she hadn't contracted, but Madoka's concern had forced Homura to play nursemaid for the blue-haired girl while training for Walpurgisnacht. In the end, she had gotten much closer to Sayaka, which was helpful, but her lack of preparation had resulted in one of her most drastic losses to the witch and the deaths of everyone in the city.

_Well, you lose some… _Homura inclined her head, waiting for the rest of the statement to pop into her mind. _Nope, that's it, you really just lose some. _A small sigh of disappointment escaped her; it was starting out as an encouraging month already.

As the teacher busied herself with fussing over where Homura should sit, the Puella Magi focused her attention on Miki Sayaka. She seemed only half-interested in the new student, giving her a passing glance before leaning back in her seat and trying unsuccessfully to blow a bubble with the gum in her mouth.

Nothing out of the ordinary then, Miki seemed regular.

Homura's eyes lingered on Madoka, who shrank under her intense presence directed straight at her. The raven-haired student allowed herself a moment of mindless solace, her eyes focused on the thin ribbons that held up Madoka's pigtails, then on her soft pink eyes , and on how easily her cheeks went rosy at even the slightest pressure.

Different from the Madoka used to know, maybe, but there were still enough similarities to remind Homura what she was fighting for. And that was all she was seeking just a little morale boost.

"-So I hope you'll make her feel welcome in class!" Saotome-sensei gestured to Homura's new seat amicably. As she walked over, her disregard for the stares she received was automatic; she had more pressing matters on her mind. After giving her teacher a light bow in thanks and sitting down, she allowed her mind to drift, next on the list was finding Sakura Kyouko.

"Tomoe-san? Are you still with us?" Mami didn't snap to attention so much as she wafted to it. Golden eyes that were focused intensely on the door drifted over to her teacher as she made a slight attempt to straighten up in her seat, wiping a thread of drool from her mouth.

While the class normally would have laughed at any other student getting called out for drifting off in class, Mami's reputation for silence and morbidity made her inattentiveness more depressing than laugh-worthy.

But still, the teacher tried to get her to pay attention. Mami mumbled a quick apology, distracted by simultaneously trying to ignore the clawing sense of terror that had gathered in the pit of her stomach. She had gotten not a minute of sleep last night; of course, it wasn't all that uncommon. Insomnia had haunted her for a while, but with the news that Kyuubey had returned, she had something very legitimate to fear.

"Can you answer this next question for me?" The blonde student stepped out of her chair, advancing towards the front of the class, eyebrows knit in worry. For the thousandth time that day, she ran a trace over her class, making sure none of them had contracted.

Her hand paused over the whiteboard, and what if they had? She had no idea how to proceed if that was the case, unprovoked violence didn't seem like a moral way to approach the problem, but should she be forced to take action…

"Tomoe-san, the problem?" Mami shifted slightly, wanting to avoid the uncomfortable stares at her back, she made a feeble attempt at solving the problem. Between witch-hunting and the nervous, sleepless nights, she had less than a ghost of a chance.

Her teacher sighed disappointedly, crossing his arms, "Thank you Tomoe-san, please have a seat." Another student was sent up to finish the problem as Mami wordlessly slid behind her desk.

After class, she was told to stay after, which had been happening more and more since Kyuubey's return, in fact almost every class that day had given her a justified extension. Her back pressed against the doorframe as she waited for her teacher to finish clearing his desk so he could speak to her. The young musketeer's mind felt like a scratched record. Thoughts seemed to loop and fragment if she tried focusing on anything in particular.

Still, it was better than having her head clear, especially now. It had almost been a premonition; for the past week she had gotten progressively more and more paranoid until everything had unraveled last night.

Finally the teacher called her up, he gave her a searching look, Mami made no effort to turn away, staring him down.

"Tomoe-san, how are you feeling?" He asked, crossing his hands under his chin. The blonde gave him a tired smile.

"I'm fine sir, just caught up with work from other classes, I haven't been able to get much sleep." He quirked an eyebrow at her.

"Really? From what I hear all that extra work hasn't been paying off much, all of your other teachers have reported that you've been slipping in both behavior and academics." The fake smile started to slide off of Mami's face before she was able to lift it back up. She wrapped both arms around her books, sobriety overtaking her expression as she fell back on politeness.

"Just simple difficulties, nothing you need to trouble yourself with. I'll try harder to improve, I promise." A worried tone started edging into his voice.

"You realize that we have good councilors at this school, Tomoe-san, and that I'm sure they'd be happy to offer any assistance they can." Mami jerked her head up and down mechanically. "Do your parents know about the difficulties you're having?" The student replied with an earnest nod and a broadened smile, answering almost a little too quickly, as though with a pre-memorized reassurance.

"Yes, they've been working very hard to help me with anything they can. I'm fairly certain it's just a mood swing or something along those lines. I just need some time, there's nothing worth worrying about sir." The teacher reached over and patted a stiff, stressed shoulder firmly

"You're a good student Tomoe-san, and a well-behaved girl. It's just that…I feel like there's something wrong, and the rest of the staff feels so too. We never see you socializing with any of the other students—"

"All of my friends simply go to different schools, I have plenty of company sir." She threw an exaggerated look at the clock. "I'm sorry, lunch is starting?" He sighed and nodded, allowing her to walk out quickly, nearly stumbling over herself on the way out.

The teacher sat down at his desk, watching her leave before leaning over his desk, he really did mean what he said. She didn't seem like a bad person, just a troubled one.

"So, remind me on why you needed me to look after this city for a while?" Sharp teeth snapped the Pocky stick in half before the top half was dragged into Sakura Kyouko's mouth and munched on.

'_In a word: equilibrium. With the absence of Puella Magi in the city, there has been a steep increase in witches. The one veteran here, Tomoe Mami, only attacks familiars, in the same manner you do._' Kyouko finished the first piece and pulled out another, spinning it thoughtfully between her canines.

"So? Don't tell me you're gonna start getting all bleeding-heart on me, I thought any which way we fought was fine with you." She jabbed the candy accusingly in his direction, a gesture he completely ignored.

'_Naturally I do. But a large amount of familiars breed a large amount of witches. Too many witches mean that most new contractees aren't long for the world._' He hopped onto a railing on the observatory the pair stood on, balancing perfectly on the thin metal tube. '_As such, I figured two experienced Puella Magi could help even the odds.' _He gave Kyouko a lopsided look. '_I expected you'd jump at the opportunity considering all the work I've been doing on Kazamino, grief seeds have been getting scarce, have they not?_'

All he received in reply was a grunt of acknowledgement as she continued eating.

"This veteran you told me about, she's not gonna get in my way at all, is she?" This gave Kyuubey pause.

'_Uncertain. Tomoe Mami is territorial, but so long as you keep to yourself, she should theoretically leave you alone._' Another grunt was given, this one more thoughtful, before she pushed away from the observatory's edge.

"I'll head off at nine, I have some things to take care of before then." Kyuubey nodded.

'_Perfectly fine._' He responded, turning back to the city before him as an empty candy package was tossed into the trash and a pair of elevator doors sounded off. Alone in the tower, the Incubator's eyes found the fated school he was looking for, the area still giving off an immensely powerful magical signature.

It took a lot to pique Kyuubey's interest, but this disturbance more than did the trick. Unfortunately, with the shortage of new contracts he couldn't focus his full effort on it, but it was worth looking into. Taking a final glance at the waves of invisible potential energy drifting through the air, Kyuubey turned and hopped off the railing. There was work to be done.

Author's Notes:

I figured I'd get over my recent stagnancy in writing by doing something I love. I love fanfiction, I love Madoka Magica, 'twas a match made in heaven. Overall this was something that had interested me for a while as a concept, just another standard timeline with some regular deviations.

Just stating for the record, that I use "Puella Magi" because it feels more unbiased to me than just trying to throw in the Japanese to keep it OG or trying to make "Magical Girl" sound serious. I also spell Kyuubey funny, it's just kinda how I always spelled it, and I'm technically not wrong since there is no "correct" spelling. If it really bugs you that much message me about it and I'll change it, no skin off my back.

There are some subtle assurances in logic that I can assume my readers can figure out for themselves. Like the sudden influx of energy was NOT Madoka being born (Mami isn't THAT old), but due to the fact that the timeline resetting is what gives her all that potential, not just natural talent, so it was due to Homura's arrival.

I know the universe pretty well, so any inconsistencies that occur will probably be explained later on, so you CAN ask me about it if you think I've screwed up, but first take the time to unbunch your panties.

The story is rated teen because of some bad language, mature content, and maybe violent violence coming in the future.

It will contain slight Homu/Mami in the future. So romance fans start fanning yourselves.

In case you guessed it, I don't own any of the characters or settings used in this story, just a keyboard and too much time on my hands.

Welp, I hope you tune in for the next chapter! This one was especially short, since it was meant to be an introduction to the timeline, the others will be longer, but not super lengthy, so updates should be common enough, and I probably won't have many other A.N.s to update you on.

Seeya next time!


	2. Chapter 2

Chapter 2

The grief seed fell to the floor with a metallic _clink_, turning back and forth on its rounded sides as the surrounding labyrinth liquified and faded into reality. Homura ran her fingers through her hair haughtily, tossing it behind her as she approached her prize.

There were a lot of witches in the city...far more than usual. And far less Puella Magi, she had noticed that as she moved through the school, besides the usual presences she expected, there were almost no other positive magical signatures.

Scooping up the witch egg, she turned it between her fingers, eyeing the intricate decorations along the outside. Not that she had a problem with the increase in witches, that equated to both more training and more grief seeds, both of which were essential to her success.

Moving between alleyways, she tried picking up the familiar signature once more. Kyouko was early, normally she didn't come into the city for at least a week or so. this still changed very little about her plans, the redhead would still be no more hesitant to join up with Homura.

Homura continued along her predestined trail before she picked up another signature. _More witches… _she thought to herself. The process of moving along the city had been slow, the offer of gathering as many grief seeds as possible early on was tempting, since the lack of Puella Magi in the city wouldn't last for long.

Deciding to get a better vantage, Homura leapt up to a fire escape on a nearby building. Running up the stairs, she felt the signature change, it started sparking and growing unstable. _Sakura-san must be fighting it, _she decided, making her way to the corner of the building to get a better view of the alley below.

The labyrinth was open, but starting to falter, only a few moments passed before the barrier burst into a multi-colored mess, butterfly-like familiars fluttering away from the area into the night sky as Tomoe Mami stood in the center, the fresh grief seed floating down into her outstretched palm.

It would seem that, even with all the time she spent around them, her friends' magical signatures could still being confused-not that it mattered, she had been planning on finding Mami anyways, so this seemed like as good a time as any.

Homura watched interestedly as some dandelion-formed familiars skittered away from the Puella Magi fearfully, tripping over each other in their attempts to escape while they tittered in a broken language. Mami paid them no attention, instead summoning her soul gem from the jewel in her hairclip.

_Why isn't she chasing after them? _The question held interest in Homura's mind, Mami would play a vital role in this timeline's play, the time traveller had hoped that since the everything else seemed to be in more or less stable condition that Mami would be too.

The older student in the street pulled a second grief seed from her pocket, this one heavily used. Homura could sense the taint and disturbance it emanated all the way from the roof. As she watched, Mami touched it to her soul gem, the seed greedily absorbing all the despair it could for a few short seconds before it sparked, sending out a pulse of black energy.

Mami flinched at this, instantly retracting the seed before tossing the grief seed, not pulsating and filled to capacity, towards a wall. A pointed edge caught the brick and embedded into it, burying itself deeper as cracks formed on the wall. Homura's eyes widened, this wasn't protocol, not for her, not for Mami, not even for Kyuubey. A full grief seed would just hatch into the witch it came from, was this the explanation for why there were so many witches in the city?

"Tomoe-san…" Suddenly, the form below tensed up, her shoulders hunched against her neck as she turned, Homura's voice being apparently loud enough to have attracted her attention. She scanned the alley behind her before the younger girl stood up, her form standing tall on the roof, framed against the moonlight. Mami's eyes widened with-fear? Panic? Homura wasn't sure what she saw.

Stocking-covered legs left the edge of the roof as Homura drifted down to the street below, magically slowing her fall as her heeled boots clicked against the pavement. Few things surprised her anymore, no matter what the timeline, but the way Mami looked now definitely shook her.

The girl's golden eyes were framed with dark circles from lack of sleep, her mouth hung open in undignified terror and she seemed to have no idea how to react. Her skin looked sunken, pale and sickly instead of the healthy glow it normally carried. Homura's brow furrowed in concern as she took a step forward, in this condition, she had no idea how Mami could still retain her humanity.

She took a step forward, reaching out towards Mami, trying to steady her and prove that she didn't merit fear. Before she got a chance though, a single musket travelled down Mami's sleeve, her hand reflexively wrapping around the butt as a finger slipped over the trigger. Effortlessly, she raised the weapon, pointing it square at Homura's outstretched hand, sighting the small purple diamond on the back.

Homura's mind reeled, _She shouldn't know about that...perhaps she's just aiming for my head. _Testing her luck, she lowered her hand, Mami's rifle followed every movement, keeping perfectly trained on it.

_No mistakes can be made. A shot to the head I could survive, but now...I need to talk her down. _Homura opened her mouth, making to speak, but Mami beat her to the punch.

"It was my kill." A flash of confusion played across Homura's face before she noticed that Mami was glaring at her, a hand tightening over the grief seed held tightly against her chest.

"I'm sorry?" Despite not wanting to show it, Homura's heart beat intensely in her chest, Mami's eyes narrowed threateningly.

"It. Was. My. Kill. Don't play stupid, I know that Kyuubey at least explained the basics to you." Mami's finger caressed the trigger, as though debating whether or not continuing to talk was worth the risk. A light clicked in Homura's head, Mami thought she was a novice. That gave her an edge, underestimation should never be underestimated.

Pretending that she was taken aback, her left hand wandered over to shyly grasp her right forearm, effectively both hiding her soul gem and keeping a grasp on her shield while she scuffed the pavement with her feet.

"I'm terribly sorry...I only just started this evening." Homura said quietly, channeling the spirit of the girl she had been so long ago, back when Mami was more prone to teaching her instead of threatening her. How things change.

"First rule of conduct: This city is mine, keep out of my way." Her finger loosened slightly around the trigger, Homura noticed. "I don't want to see you within a hundred meters of my areas, understood?"

"O-of course!" The "novice" Puella Magi offered, drawing her hands up against her chest. The rifle followed without a beat. _Damn._

"How did you know my name?" Mami asked.

"I...I know about you from the city I used to live in, a friend of mine spoke of you a lot, she even showed me a photo. Her name was Sakura Kyoko?" It was a fairly legitimate lie, in almost every past timeline, Mami and Kyouko seemed to have a history of some kind, normally a positive one. This would either win her points with Mami, or distract her long enough to give Homura a window to attack.

"I know no one by that name." It did neither, in fact if anything her finger grew tighter around the trigger again. "Do _not_ lie to me. Know that I have no qualms about shooting a rookie and dumping your body in a garbage can. So I'll ask again, _how do you know my name_?" The sound of clattering filled the air, both Mami and Homura looked down at the musket to see that it was vibrating, her hands were shaking.

"Kyuubey-"

"He wouldn't describe me acutely, he mentioned this morning that he'd try to keep recruits out of my way for their sake." The shaking continued, but Mami's aim only got straighter as she grasped the barrel with her grief seed-occupied hand, steadying it. "You're testing my patience, novice. You have one last chance to tell me the truth before I retire you early." Homura bit her lip, considering. Diplomacy wasn't her strong suit, and she couldn't afford any more foul-ups. It looked like she was out of options. Her gaze hardened, deep purple eyes now frowning sharply at the rifle's owner as Homira straightened up. Mami's resistance faltered under her opponent's sudden shift.

"So be it." The black-haired student's hand locked into place on her shield, she had just started to turn it before a sudden burst of energy threw her back.

The world around Homura erupted in pastel depictions of screens, rows of televisions surrounded her, reflecting the past in foggy colors behind murky glass.

Homura, distracted by the sudden change, looked around and tried to gather her thoughts. _The grief seed...from before..._

Mami, collecting herself faster, looked at the labarynth around her before her eyes locked on Homura on the ground, panic filling her eyes as she turned and ran.

"Stop!" The time traveller called out, frustration starting to boil as she stood and took off running. Homura only got a few paces before she was tugged off her feet.

She craned her neck, two angelic familiars were dragging her higher up in the labyrinth, towards a ragged, surreal-looking girl crouched behind yet another television, her hair draped in front of the screen, shading the images flashing across it.

Homura tugged her arm down, dragging the familiar with it as she kicked it off, sending it flying into and shattering footage of a younger, glasses-wearing Homura saving Madoka from a witch in a previous timeline.

She reached up into the shield-laden arm still being dragged and pulled out a shotgun, pressing it against the familiar's forehead and firing, using magic to dampen the recoil.

The familiar was torn apart, Homura still hovering in the barrier's center as she faced the witch above her.

Her thoughts briefly turned to Mami, who had definitely left the area by now and was probably getting away clean.

Before she could ponder it for too long though, several screens blew out around her, sharp wires crackling with electricity snaked out towards her.

Homura steadied her frustration at the the girl's escape before reaching into her shield and pulling out a machinegun.

"This shouldn't take long." She assured herself, freezing time as the cables lunged towards her before pulling back the lever on her weapon and lining the witch up in her sights.

Mami slumped against the wall, panting heavily and transforming back into her school uniform, grabbing her knees as she wheezed. The blonde had sprinted for as long as she was able to before having to pause, bent almost double as she tried to recuperate.

She had run as far as she was physically able to, which might have seemed a bit extreme to anyone else, but Mami knew how deadly and determined Puella Magi could be when they hunted.

In fact, if her lungs hadn't felt like they were about to burst, and her legs weren't aching, she would probably still be running. The blonde could only imagine what kind of magic her pursuer used.

That look she had in her eyes after Mami had threatened her the last time-that was a dangerous look. She had probably just been playing innocent to make Mami put her guard down. Reflecting back on the encounter, she tried to think of anything worth noting should she ever encounter the girl again. Her soul gem was on her hand...she had no visible weapons on her, although neither did Mami in retrospect.

The student started straightening up, her chest had finally stopped aching and her breathing started regaining something of a regular pace. If she was being honest with herself, she had handled that very poorly-she was too scared to take in anything of note, and her aggression might have caused the other girl to take drastic measures.

Not to mention the girl's innocent novice act had nearly fooled her too, she's almost let her guard down. If the stranger hadn't suddenly started lying to her, Mami probably would be dead right now. All for being too trusting. Again. She punched herself in the arm a couple times, to teach herself a lesson, witches came with their own little packages and surprises, but there was nothing in the world more deadly than a talented and experienced magical girl.

Still using the wall to support her, she looked back at the alley she had come from. If there was one thing she was sure of, this called for a change in lifestyle. If she hunted in the same area, she might run into that girl again, but it would show more steadiness, and might intimidate her. For all Mami knew, she really could just be a particularly threatening novice, but even if talent had no match for experience, a well-placed hit or a special kind of magic would phase Mami more than long enough for them to finish her off.

Unsteadily, the senior Puella Magi started back to her apartment, cutting her trip short on account of nerves and fear. As she walked, she fingered her clothing, deliberating.

If she transformed now, she could have her rifles in case of an emergency, but having her Puella Magi clothing on left behind a very faint spark of magic. Enough to track her if the other girl was skilled enough.

Mami decided not to, being armed was not worth being followed, and it would attract unwanted attention from the public, which would only serve to draw more notice to her. She rubbed her sleeve nervously, still throwing glances over her shoulder, that girl had known her name and what she looked like, but she seemed too young to be in Mami's grade, and she had certainly never seen that girl in the halls, had they met before under different circumstances?

Either way, her knowing Mami's identity arose a number of other questions, what if the stranger knew where she lived? That thought made her blood run cold, as skilled as she was, she was defenseless as she slept. For the first time in days, Mami had been planning on getting some rest, but now she knew that was out of the question.

Upon finally reaching her apartment, she threw a paranoid, fearful glance over her shoulder before unlocking the door and dashing in, quietly shutting, locking, and deadbolting it behind her. She allowed herself a small breath of relief before transforming, a musket automatically forming in her hands as she did so.

Reaching a leg towards a chair resting in the corner, she tugged it over before dropping into it, cradling the rifle between her hands as she fingered the silver bolt at the end. Her eyes flicked from the door to the window, then back again as she traced the intricate curls on her rifle with a finger, twitching and freezing at any noise from her neighbors or the gentle wind outdoors.

It was going to be a long night for Mami, and she took a moment to revel in the fact that she didn't get bored easily.

Kyouko's spear tore across the witch, the cut arcing along its form before the same gash was echoed across the labyrinth's background, reality peeking in through the cut.

Hitting away a pair of familiars, the Puella Magi erected a chain-link barrier, protecting her from the annoyances before the turned back to the witch, who threw a heavy hit in her direction. Easily dodged, Kyouko wasted only a second before retaliating, the spearhead bending and embedding itself into the witch's quilted skin. The redhead used her weapon's hilt to flip onto the witch's arm and run up its body, dragging the spade across thin fabric, slicing it open. The patchwork labyrinth tore at the seams with a deafening rip before the witch fell apart, a grief seed floating among the piles of unraveled thread that pooled on the ground before vanishing.

Nimble fingers twirled the spear's hilt before embedding the spaded head into the ground, a second hand reaching over to grab the fallen witch's core.

"Feh, the witches here are weaksauce, barely even worth my time." Kyouko soliloquized, balancing her reward on a single finger. "But it won't be long before this city's gonna be crawling with newbies barely out of training wheels, so I guess I'd better benefit from it while I can."

"Does that mean you're looking for more of a challenge?" A drawling voice from behind interrupted her musing and Kyouko spun while it spoke, spear drawn as a second Puella Magi made herself known, thin fingers running through long, black, silky hair as she fixed Kyouko with a cold look.

"Hey now, back off buddy, I won that seed fair and square." The redhead's spear didn't budge once she saw it was a fellow magical girl, if anything her grip around it got firmer. Whoever had just joined her looked down at the weapon, then back up at her point of interest.

"Relax, I'm not looking for conflict." The girl's hands folded in front of her, the thumb of her left hand brushing the tip of the shield that sat upon her right forearm. Kyouko made no move to lower her guard, this girl seemed to think she was dense.

"You that veteran Kyuubey told me about? I was assigned here, I'm not moving in on your territory." The girl shook her head, the lustrous black hair seeming to echo every movement perfectly.

"I am not Tomoe Mami, she is currently indisposed." That was ominous.

"What'd you do, kill her?" The spear was raised fractionally, towards the other girl's head, strangely, this made her relax somewhat.

"No, she's locked herself into her apartment. Please lower your weapon, I have something I'd like to speak to you about." Making no move to arm herself, the stranger instead lifted her hands on either side of her head, as though to indicate she actually came in peace. Finally, the spear was lowered, though Kyouko made no move to put it away.

"All right," Reaching into her pocket, Kyouko pulled out a chocolate bar and unwrapped it, taking a bite and staring at her new companion warily. "What'choo want?" The stranger shook her head.

"Not here, let's head back to my apartment." This earned her a snorted laugh.

"Yea-hah, _right_. Come on, I wasn't born yesterday." Legitimate confusion seemed to cross the other girl's face.

"Huh?"

"It's too easy, you have control of the lights, the locks...it's even somewhere safe to dump the body afterwards." She shook her candy bar at the other Puella Magi. "You're a clever leech, but no cigar, some other girl in Kazamino tried the same thing a few months ago." A flash of frustration showed in the new arrival's eyes as self-congratulations filled Kyouko, this other girl was probably just a dumb rookie trying to score easy grief seeds off of her companions instead of balling up and killing some witches herself.

But in almost no time at all, the stranger had calmed down. "Very well, we'll speak here." She took a step forward, an arm reaching towards the redhead. Seeing this as a threat, Kyouko instantly drew her spear and threw a light warning cut at the stranger.

Her hand still outstretched, the black-haired girl looked down at the gash on her palm before focusing on the assailant.

"Is that how you greet new people? Some way to make friends." Summoning her soul gem and holding it against the cut, a small flash could be seen before the skin regrew slowly. "My name is Akemi Homura." Slightly embarrassed that she had gotten weary enough to cut someone that had just wanted to shake hands, Kyouko decided to entertain.

"Sakura Kyouko. You seem to know what you're doing for a newbie, I thought the veteran of this city and I were two of the only experienced Puella Magi here." Rubbing her palm tenderly, Homura didn't even look over when she answered.

"I just got transferred in."

"By Kyuubey?"

"Something like that." Kyouko "harrumphed" at the ambiguous answer before running a finger along the base of her spear consideringly. "So what did you want to ask me?" Homura gave her a searching look, as though to make sure she wouldn't be attacked before continuing.

"Within three weeks, a witch known as Walpurgisnacht will descend upon Mitakihara." That got her attention.

"No shit...Walpurgisnacht?" A raised eyebrow was received.

"You've heard of it?"

"Only from the occasional witness account, I used to hang out with a couple Puella Magi in my old city, heard some stories." Homura nodded thoughtfully before continuing.

"That's for the better then, all things considered. Humility aside, I cannot defeat it alone in my current state, and there are things that need attention in preparation. Are you interested?" Kyouko took a false pause to consider, of _course _she was interested. An unbeatable witch with enough time beforehand to prepare, with what seemed like promise of a reward, and a potential alliance with someone that seemed like one of the most powerful beings in the city? No question.

"Sure, I guess. If I have nothing better to do." Playing it smooth, as usual, Kyouko stuffed the candy wrapper into her pocket before pulling out another and tossing it to Homura, who grabbed it out of the air, looking at the brand before nodding thankfully and slipping it into her uniform's pocket.

"Thank you for considering at least." Kyouko had a feeling that the girl knew she was just playing hard-to-get, but the redhead still appreciated the sentiment behind her keeping up the act. "That said, I hope you'll soon come to trust me enough to speak to me inside my apartment, there are...drawbacks to speaking in public like this."

"Yeah well, if I ever feel like being found dead in a gutter, I'll invite myself over." Homura gave an annoyed sigh at that before focusing her attention on Kyouko.

"There are several things that need doing before Walpugisnacht arrives. Number one is train, no matter how many allies we have, we will all need to be in prime physical, psychological, and magical condition before the day it arrives." She gave pause at this statement. "You're experienced, and go out on nightly hunts it seems, so I'm not incredibly worried about you."

As though to reinforce this statement, Kyouko rolled back a sleeve and flexed, winking confidently at the other Puella Magi, who seemed to be trying very hard not to roll her eyes.

"Number two is the recruitment of Tomoe Mami." This made Kyouko skip a beat.

"You mean that one crazy territorial Magi Kyuubey was talking about?" A quick nod was all she received. "Yeah, I have qualms against getting gutted-slash-stabbed-slash-shot. I'll deal with your witches, but I'm not gunning for a fellow soldier. That's more dangerous than _any _witch you could come across." Homura nodded understandingly.

"Right, you shouldn't trouble yourself. I'll be taking care of her recruitment personally." She folded her hands together. "But, that leaves you with what is perhaps the most important job in our operation."

"Ooooh." Kyouko shook out her hands confidently, cracking her knuckles as though prepping for an incoming fight. "Lay it on me, boss-man."

"I need you to monitor the students Kaname Madoka and Miki Sayaka for the next few weeks." When all she received was silence, Homura took it as a signal to continue. "You are to prevent them from making contracts for the duration of our preparation. Should it come down to it, Miki Sayaka is expendable, but you are to stop Kaname Madoka from contracting at any and all cost." Kyouko mockingly dug around in her ear.

"Oh wait, I'm sorry, I thought I just heard that your oh-so-important job was babysitting-"

"_Monitoring._"

"-_babysitting_ a couple of girls." Homura let out a sigh through grit teeth.

"It's going to be more difficult than you think. I entrust you with this only because I'm under the impression that you may be the only person skilled enough to handle this task." Ahh, flattery, Kyouko did have a weak spot for it. Homura's voice took on a slightly disappointed tone. "But, if you think you're not up for it, then I suppose I could-" She was even appealing to the girl's competitive spirit, how cliché. It was almost like she'd taken classes.

"Shush." The redhead held up a finger to silence her new ally. "If we're fighting this thing, we're fighting it on my terms, I'm not spending three weeks of my probably-short life watching your pet gerbils-" That earned her a glare, "While you and the nutcase kick some witch ass. Yer gonna have to sweeten the deal if I'm participating." A shadow of a grin seemed to appear on Homura's face before wicking out.

"Very well." She folded her hands, still immaculate in both behavior and appearance. "The more powerful a witch is, the greater and more potent its grief seed, correct?" Kyouko nodded automatically, liking where this was going. "With a witch as immensely powerful as Walpurgisnacht, it must have an enormous grief seed, enough to extend the lifespan and magic stores of any Puella Magi by years."

"Uh-huh...keep going…" Kyouko feigned disinterest, scratching her chin, but still constantly throwing small, curious looks at the other girl.

"If you can successfully protect Kaname Madoka from any exterior threats and maintain her humanity for the next three weeks, I will relinquish full ownership of Walpurgisnacht's grief seed to you, Sakura Kyouko." The spear-wielder gave her companion a fanged grin.

"NOW we're talking!" She pushed off of her spear, finally putting it away before she stepped towards the edge of the building, a spring in her step.

"Meet me in front of Mitakihara Middle School tomorrow morning!" Homura called out. "And cut your hunting trips short! I'll provide enough grief seeds for the both of us, I do NOT want you interfering with Tomoe Mami, understood!?"

"Yeah, whatever." Kyouko, ever constant in her snark, grumbled back before hopping off the building's ledge, magically slowing her fall before kicking off the side of the apartment, vaulting onto a shorter roof as she continued towards the next witch she sensed.

Watching a couple regular people for three weeks in exchange for participating in a legendary battle and getting full ownership of the reward? Damned if things weren't going her way today!


	3. Chapter 3

Chapter 3

Homura approached the school several minutes early, bag slung over her shoulder. Kyouko, who was waiting by the gate as promised, let out an exaggerated yawn. She was holding another snack and took the occasional bite out of it in between throwing the school behind her harried looks.

"What is that?" Homura asked upon walking over, eyeing the cone full of meat she held.

"Breakfast, I needed a pick-me-up after you told me to get up at the asscrack of dawn to show me who I need to keep an eye on." Kyouko pushed off of the wall, finishing her food and throwing away the trash before stretching. "So what's the deal?"

Homura turned and weeded through the incoming students, looking for their target. "In order for you to effectively supervise Miki-San and Madoka I suggest we enroll you at this school-at least for the next three weeks." Kyouko groaned.

"Whaaaat? Really? You mean I'm gonna have to wake up early every day? And take tests? And do homework? I'd rather just fight Walpurgis alone!" Homura shook her head.

"Don't be ridiculous, you won't _have_ to do any of that. Well except for waking up. I'll need you up at a reasonable hour to monitor Madoka." Another groan was given. "But as for the rest of those, I'm only signing you up to give you full access to the school, it's up to you to decide whether you're going to be a delinquent or not. So long as Madoka is safe and the school is still standing, I couldn't care less what you get up to." Kyouko gave a noncommittal shrug, looking a bit less irritated at the prospect.

"Whatever. As long as it makes things easier for me, right?" Homura nodded and the two lapsed into silence for a while until the tide of students increased. Finally, blue, pink, and green shades of hair could be seen from across the courtyard. Homura signaled with a jerk of her head.

"There they are. The blue one is Miki Sayaka, if you can keep her safe, then do, but she's still nonessential. If you need to prioritize, then don't hesitate in leaving her behind." Kyouko squinted over at Sayaka, who was teasing Madoka as part of her morning ritual.

"Pretty cold, but maybe it's not my place to judge." Sayaka jumped on Hitomi, trying to get a piggyback ride but only succeeding in spilling them both on the pavement. "She looks punchable."

"She is. But please keep in mind that I'm assigning you to keep her safe. Petty feuds are more likely to push you away from her." Kyouko gestured towards the green-haired girl.

"What about her?"

"Hitomi Shizuki. She is a spare in the equation, feel free to ignore her, but take in mind that her presence will likely upset Miki Sayaka at some point in the future."

"How do you know this stuff?" Kyouko asked, giving her partner a curious look. Homura tactfully ignored her and moved on.

"The one with the pink hair and bows is Madoka. She is your primary objective. Keep her safe at all expense, prevent her from becoming a Puella Magi, and keep tabs on where she is. Ensure her comfort as a secondary objective." Kyouko was going to ask if she had to wear a maid costume while tending to the young mistress, but decided against speaking. Smarminess had won her no points with the other girl yet.

"She should be easy to follow once you get the hang of it," Homura continued, "Stay close, but not too close, you'll know she's aware of or suspects your presence when she freezes in place. Try not to make too much noise, keep to corners, and take daily showers. For reasons I don't entirely understand, she has an acute sense of smell."

"Huh?" Kyouko asked, giving Homura a weird look.

"At her house, use the right window from the outside when she's in her bedroom, she has a tendency to look out the left while in thought. Should you need to place a wiretap, the panel is in the basement, which has entrances-"

"Why can't I just, y'know, not act like a terrifying stalker? And try talking to her?" The black-haired girl frowned. It was certainly a possibility, considering Madoka's trustful and friendly nature, Kyouko should have no problem befriending her. But at the same time, having a Puella Magi friend might influence Madoka into contracting, especially if Kyouko got into trouble, Madoka's fierce loyalty and martyr complex had been her downfall more than once.

Plus, try as she might to deny it, Homura had a small, selfish fear that Madoka might grow feelings for an authoritative, rebellious figure like Kyouko. _First worry about keeping her alive, _the time-traveller reminded herself. _Make sure she's happy, it doesn't have to be with you. Not to mention she'll be better protected if kept close._

"Use whatever methods you deem necessary." Homura replied, flipping her hair. "Regardless of tactic, I will be checking up on you every few days to ensure everything is going well." Kyouko looked over at her partner, who was staring at Madoka almost wistfully before turning away, distracting herself with a small purple phone. The redhead didn't break eye contact, training her gaze on Homura's face.

"I don't think you ever mentioned _why _this girl was important to the mission." Purple eyes flicked over to Madoka before once again locking back onto her phone. "Or…" Kyouko paused for a moment, a sly grin coming over her face. "Is she important to _you_?"

"Her importance is on a grander scale than it seems." Homura responded calmly, locking and putting away her phone as the taunting started. "Believe me in saying I would not involve personal desire in a matter so important, so you can dismiss that thought. Just do what I instruct, and everything should go well for once." Seeming a little heated in spite of the words said, she gave an even haughtier flip of her hair than usual.

"All right, all right, I'll watch your _girlfriend_ for you." Kyouko stressed the central word, making Homura's face heat up slightly. "Ooooh, it's _true_! Homura-chan wants me to keep an eye on her sweetheart while she's off ridding the world of evil, huh?"

"Don't call me that!" The time-traveller countered, tugging Kyouko's ponytail in a restrained, but firm way.

"Hey! Foul play!" The spear-wielder growled, rubbing her head and glaring at Homura, who had suddenly frozen up. "Don't be an ass, I'm only agreeing to this becau-"

"Shut up."

Kyouko held up a finger. "No, I'm talking, stop ordering me aro-"

"I said shut _up_!" Homura hissed, lowering Kyouko's finger and muffling her mouth before pushing the both of them further into the school gate's shadow. A blonde girl with large spirals of hair trailing down her shoulders walked by, looking worse for wear, sniffling as she advanced towards the school before wiping her nose with a free palm.

The pair watched her pass, staying still and quiet as she did, their quarry not hesitating for a moment as she passed through the gate. They stood in the darkness, making sure the girl had left. Several stiff seconds passed before a warm, wet presence made itself known on Homura's hand.

"Yech!" She shouted, withdrawing her hand before wiping it off on Kyouko's hoodie. "What are you, six years old?"

"Hey, it worked, didn't it?" Kyouko snickered, considering the odds evened. "Who's that girl we were hiding from?"

"That," Homura said, sending out a magical pulse just to make sure they were well and truly safe. She had no doubt that Mami would have remembered her face from last night. "Was Tomoe Mami, Mitakihara's veteran."

"Ah." The other Puella Magi ran a finger along her sweater collar, looking back towards the school. "So what's her beef?"

"I'm not sure. She's normally far more stable than this, I just approached her last night after she had killed a witch and-" A puff of air was let out between Kyouko's teeth.

"Seriously? You stood up to her right after she'd made a kill? Man, I'm starting to think you really _are _just a crazy rookie." Homura frowned at the criticism, feeling slightly insulted.

"What's the problem with that?"

"This city's her territory, and according to Kyuubey it's been _only _hers for a while. She probably thought you were trying to move in on her turf, or steal from her, or maybe even just kill her, y'know thin the competition." Another frown, this one softer and filled with confusion.

"Why would she assume that?"

"S'just how it works innit? You really haven't been a Puella Magi for long, have you?" Kyouko leaned against the gate, closing her eyes and listening to the soft clatter of shoes on the pavement while Homura thought about this new development.

"I have, just...under different circumstances." Silence fell over the two for a short moment as Homura considered what she'd been told. Apparently relations between different girls in this timeline were shaky at best and anarchic at worst. "Didn't you say you spend time some friends who had contracted in your old city?"

"Phht, yeah, off the clock. If I'd met them at night, in their territory? They'd have no second thoughts about gunning for me."

"I see…"

"Either way, you're lucky to still be alive." Homura looked down, Kyouko had slided to the bottom of the gate, letting out a brief yawn. "Honestly? If you'd interrupted me at the time you did last night back in _my_ city, I probably would have taken your head off. And considering what I've heard about this veteran girl, you must either have a silver tongue or some kick-ass magic to still be standing." No response was given as Homura rolled the words around in her mind. This changed things, she still wasn't sure how much, but adjustments could be made. The month wasn't over yet.

Mami stared vacantly into her ring, turning it slowly between the runes inscribed on the back and the small jewel on top. Anxiety nagged her mind; staying up all night in fear had its price on her body, but more pressingly on her soul.

An ebony shadow ate away at the soul gem's core, shimmering like light off a pool's surface. The entire night, all the worry she felt from the past encounter had forced her hand, and Mami had exhausted her last grief seed that morning. It was still preferable to having her throat slit while she slept, but only barely. Now a heavy depression pushed on her shoulders, and she had to force herself to stay calm and in control, or it would only worsen.

In her current condition, the blonde would second-guess fighting a witch without an absorption beforehand. But if it got any worse, she wouldn't even be able to fight a familiar, much less a full-blown witch. And if she couldn't fight witches, she couldn't get any more grief seeds, and *poof* would go what little magical energy she had left.

She buried her face in her hands, rubbing wide circles in her eyes. It was all her fault too, she had gotten lazy with the witch-fighting as of late, thinking that Kyuubey wouldn't come back to Mitakihara for a while. But when he did return, she made even worse progress, slowed down by constantly looking back to ensure a knife wasn't about to get buried in her back. That and the emotional strain from her natural anxiety made the stockpile she had gathered wane much more quickly than she'd like to admit.

At a single thought, her ring morphed into the decorative gem she was so familiar with. Dimmed and shadowed over, even the sight of it filled Mami with a sinking feeling. Was this how her career wicked out? Too paranoid to sleep and scared of the mere thought of girls years younger and less experienced than her?

With that thought, the bindings of resolve tightened around her heart. Mami had worked too hard to stay chipping away at what little remaining sanity she had inside a classroom. The gem returned to her ring finger as the musketeer, filled with new determination, straightened up and pulled out her notebook. She would go hunting tonight, she _had _to go hunting tonight, come hell, high water, or mysterious black-haired liars.

That evening, before going out, Mami splashed water in her face to clear any errant thoughts. By now she was running on fumes, lack of sleep and the increase in despair was starting to take its toll on her.

_The time for mistakes has passed, the margin of error has vanished. _Mami locked the door behind her, summoning her soul gem and following the faint trail of a witch as she tried to control her anxiety.

Hours passed, to no avail. Apparently the taint on her gem was interfering with Mami's tracking magic, even with all the witches in the city, any labyrinths she came across curiously winked out of existence or sealed. Familiars were abundant, some caught idle and ignorantly in dark passages, almost as though they were taunting her to cut them down while they weren't paying attention. Alleyways in the hunting grounds she knew by heart seemed to loop or vanish altogether.

Shaking her head and giving her cheek a light slap, Mami felt her determination slipping. This was probably the longest she'd ever gone without sleeping, and the false hope and disappointment she felt upon seeing another imagined labyrinth was sending her on an emotional rollercoaster. If her life didn't depend on conserving magic at the moment, she would have given into the temptation of taking out her anger on a passing familiar.

Finally, she mindlessly sent out another pulse and caught something different, a presence she'd completely forgotten how to sense. Curious, Mami looked up at the building her target was on and jumped, magic carrying her to the roof.

There was a dark, swirling portal with various glyphs spinning along the circumference, a barrier. Before Mami could even consider entering it though, the power levels spiked before dropping.

As she watched, the labyrinth faded away, a red-haired girl, probably the one she had just sensed, bent over and palmed the grief seed that the barrier had just released.

Mami felt an irrational rage well up in her chest, unknowingly succumbing to a side effect of her soul gem's condition. When the other girl straightened up and turned, confusion etched on her face, Mami's anger only rose.

"Who're you?" The red-haired Puella Magi asked, stowing the grief seed in her pocket. Mami's eyes followed it, that witch had been in her territory, if this girl hadn't interfered, that prize would have been hers. This stranger probably didn't even need it, she likely just didn't have anything better to do that night and had decided to try moving on on someone else's territory.

Mami reached her breaking point, a hand sliding down her stocking and coming out wrapped around the stock of a rifle. She had no other choice, her condition was slipping quickly, and with this girl hunting on her grounds, there might not be another witch close by.

The blonde's gaze hardened, raising the weapon as a flash of panic crossed the other Magi's face, a red spear materializing in her hands as Mami's finger hesitated on the trigger.

"Hand it over."

Kyouko's mind reeled as she tightened her grip on the spear's hilt, who did this girl think she was?

"What'd you say!?" Everything about the new arrival screamed hostility, from that gleam in her eyes to the less-subtile gun pointed straight at Kyouko.

"I said, _hand it over_. That and any other seeds you stole from my hunting grounds." A shimmer of recognition from that morning passed through her thoughts. That's right, this was the Tomoe girl Homura had pointed out. Just her luck.

"Hell no, I won it fair and square! Took a good bit of effort too!" Kyouko complained; it was true, that witch hadn't exactly been a pushover, and she was looking forward to reaping the rewards.

"So does theft, but that doesn't make it legitimate. Don't force me to kill you." The Tomoe girl was aiming with a single hand, but instead of Kyouko's head, she had the ornate rifle trained on her chest. Yeah, some veteran, doesn't even know where to shoot.

"Why don't you try taking it from me?" Kyouko countered, shifting her spear so it pointed straight at the blonde's neck. She didn't exactly want to fight the sudden intrusion, especially not one that seemed so experienced, but it seemed her choices were limited.

The Tomoe girl's frown deepened at that, it seemed she hadn't been expecting resistance, a spark of pride ignited in Kyouko's chest in effect of that. _Damn right I'm putting up a fight, no way am I of all people getting mugged lying down! _The confidence was quickly smothered when the other Puella Magi just adjusted her aim, deadly calm eyes locking on the centerpiece of the redhead's outfit.

"All right." Before she could fire, the air distorted around them as an angry-looking Homura materialized between the quarrelling Puella Magi. Kyouko blessed her ally's good timing.

"What's going on!?" She asked fiercely, before her angry, roving eyes found Kyouko. "I thought I told you to cut your trips short." On second thought her timing could have been better. A guilty pang hit Kyouko, apparently there had been a reason for Homura telling her to stay home for the first few nights of their operation.

"You!" Mami had rounded on Homura, who looked surprised. All that uncertainty and fear emanating from Mami from the other night had vanished, replaced with rage. Purple eyes found Mami's soul gem, which was clouded with a dark glow.

"Stand down," Homura said, waving a hand casually over her shoulder. "Neither of us wish any harm upon you." Internally, her heart hammered, this could potentially ruin everything. _Why wasn't she using a grief seed?_ Mami snorted, tucking the rifle between both hands.

"Of course! I'll just go off on my way, letting you two _thieves _run off with what's mine." The time-traveller shot a questioning look at Kyouko, who shrugged. Mami had started stumbling, her form swaying back and forth slowly, this needed to end quickly. Intimidation had seemed to work well enough last night, maybe...

"This is your final warning, stand _down_." Homura hissed, moving to step towards Mami, making sure to keep her soul gem covered. That same terror from before had only a second to re-appear in the blonde's eyes before a loud crack rang through the night. Homura felt something graze her cheek; she wiped it with her hand, which came away slick with red. Mami's muskets held only one charge, maybe that warning shot could open a window for attack.

"No," A clatter echoed across the rooftop as Mami worked the bolt on her rifle, chambering another round. "That was yours."

Homura could have slapped herself. That was another variable she had overlooked; apparently Mami's weapons were bolt-action in this timeline. Just another inconsistency that tipped the odds against her, perfect.

The hands that gripped the rifle started slipping as Mami's breathing got heavier. Her condition was worsening as she stood, but the blonde stayed confident that the cards could work in her favor, maybe these two would turn on one-another.

"I take her from the left?" Kyouko asked, snapping Mami back to the present. Homura's eyes scanned her target before she nodded almost imperceptibly. Panic flooded the blonde's mind, two Puella Magi working together?

Not liking her odds by this point, she flipped the weapon in her hands, grabbing the barrel and hurling the whole gun at her attackers, who had to only move fractionally to dodge it before she turned, sprinting towards the edge of the roof and jumping onto another.

"Stop!" Homura growled, dashing after her before pausing to turn back and shoot a glare at Kyouko. "I'll deal with you later."

She continued on her path of pursuit, leaping off the edge of the roof after Mami, leaving a very confused redhead behind. Kyouko shrugged and used her latest conquest's remains to purify the ruby-red soul gem. She'd catch hell for defying one of Homura's oh-so-important orders later, but for now, the crazy power struggles of Mitakhara were enough of a distraction to the overbearing partner that Kyouko could focus on snagging a couple more grief seeds while the night was still young.


	4. Chapter 4

Chapter 4

Two pairs of running footsteps clattered along Mitakihara's rooftops, which were bathed in moonlight as the soft wind blew past Homura's hair. Her arms and legs pumped, eyes locked on the yellow figure ahead.

Mami had been running for only a short time, but already she was slipping up. Stumbling as her movement became erratic, she paused to take more frequent breaks, allowing her pursuer to catch up to her more quickly.

_She must be in worse condition than I thought. _Homura knew that chasing and scaring the girl might only worsen her corruption, but it was preferable to letting her escape and having to watch her soul gem's condition worsen.

Steadily, but noticeably, the gap between the two lessened, and the next time Mami looked over her shoulder, her eyes widened in panic. Homura mentally crossed her fingers in the hope that she wouldn't do anything desperate.

As she watched, Mami tugged a ribbon out of her hair, another instantly replacing it on her head as she whipped the length in her hand towards a nearby spire poking out of a building's edge.

"No!" Homura snarled, whirling her shield and letting it lock, but she was a second too late, Mami's feet had already left the ground and even with a magically enhanced jump, Homura grasped only at the hem of Mami's skirt. Unable to concentrate with the panic of falling, time automatically resumed as she fell onto a passing car.

Violet eyes watched her quarry swing across the horizontal spike, her mind racing as she watched. Quitting now was not an option, Tomoe Mami was a valuable asset, but her time was quickly running out. Homura couldn't afford to let things to go awry this early; it was time for some drastic action.

Reaching into her shield, Homura pulled out a nailgun, aiming for the ribbon holding Mami to the spire and firing as she sprinted across the car's hood, leaping onto another once her platform skirted too far away. Her aim held true, the projectile pierced Mami's tether, jerking her to a dead stop as her momentum sent her sailing over the street.

The blonde's hands grabbed at the empty air for several seconds before she composed herself and shot another extension onto the overpass running above the road.

Speeding alongside, leaping from car to car, Homura kept close at her heels. The raven-haired girl raised the nailgun and sighted the frill of Mami's skirt, hoping to pin it to something nearby. After gyrating her shield and placing precise, frozen shots at calculated intervals, she resumed time, the nails speeding towards her target before she made an unexpected move. Mami tugged the ribbon under her and pulled her legs apart, letting the shots strike the concrete above her.

It would seem Mami caught wind of what sort of magic Homura had. Unsurprising, since in the first timeline she had figured it out too, but that wouldn't make Homura's job any easier. The time-traveller groaned; Kyouko might want more of a challenge in life, but if she was going to be honest with herself, Homura was getting really tired of nothing being simple for her.

Freezing time again, she pulled out a flashbang grenade, hurling it above her head. The object froze as soon as it ceased contact her hand, but instead of resuming time, Homura changed positions, pulling out a pistol as she did.

As expected, Mami sensed the magical shift and released her ribbon, sailing over the grenade just as Homura fired, the bullet's impact spraying a shower of sparks and a deafening _BANG_, as the force of the explosion blew Mami out of the air.

It had the intended effect, she dropped off of the overpass. Shielding her eyes reflexively, she let out an extended cry of surprise as she fell. Homura froze time, hopping several cars ahead until she was lined up with where the other Puella Magi fell, arms outstretched.

The world sped up once more, and Mami fell right into her grasp. The older girl, still blinking away stars, gave Homura a single dazed glance before elbowing her in the face. Homura dropped her, grunting in pain as she blindly stumbled back. Despite primarily being a ranged fighter, Mami's close quarters abilities weren't anything to laugh at. That hit _hurt_.

Recovering instantly, Mami straightened up, yanking off her beret and tossing it in the air, snapping up the two rifles that fell out of the hat before aiming one weapon at her opponent and tucking the other over her shoulder. The beret landed perfectly atop her head while the blonde stood combat-ready.

Still rubbing her sore cheek, Homura started to stand before a gunshot echoed through the night, forcing her to roll to the side as the round pierced the car's hood. Gathering her nerves, Homura stood, matching Mami's glare with her own calm look. It would seem this timeline's Tomoe-san had no qualms with killing a downed enemy.

The black-haired girl's mental gears turned, she could use that to her advantage. No sense of honor meant no mercy, and no mercy meant no hesitation. That would make her reckless and easier to strike.

Freezing time, Homura darted towards the opposition. Mami would be expecting her to attack from afar after that last hit, and even though she had the disadvantage at close quarters, forcing Mami to switch tactics would give her a window.

Resume. Mami's eyes widened, stunned by the sudden appearance as Homura delivered a punch to her gut, doubling her over. Homura followed this up by grabbing Mami's head and slamming her knee into the girl's chin, showing enough restraint not to break anything. Melee combat had never been the time-traveller's strong suit, and the hits really only succeeded in stunning the hostile Puella Magi, but it was enough.

As Mami recuperated, Homura froze time again, careful not to touch Mami before leaping off the car they fought on, trading it for a passing truck. Rapidly resuming her environment, she looked over in time to see Mami wildly swing the butt of her rifle at the empty space Homura was just standing in.

Recovering and aimlessly looking around, her eyes finally locked onto the truck her opponent was standing on, with the business end of a stun gun aimed right for her. Homura fired just as Mami's hand flew up, a pair of golden ribbons growing out from under the car and slapping the taser's wires away.

Mami's retaliation was swift, firing once up at the truck's roof before spinning, hefting one rifle up to her shoulder while readying the other and discharging into her escaping target. Thumbs worked the rifles' bolts before she unloaded, a pair of bright bolts barely missing Homura as she took cover behind a moving van.

_Even with this much accumulated despair, she's still formidable. _Although this thought should have discouraged Homura, instead it filled her with purpose, Tomoe Mami would be a powerful ally if she could be incapacitated.

That was a big "if" though, Homura was quickly running out of non-lethal weapons. She didn't use any passive weapons on witches, so for the few she had, ammunition was scarce. She had been planning to stock up on more that same night, but when she detected the magical tension, she got sidetracked.

Drawing a tranquilizer rifle, Homura's feet darted across another car's roof, barely avoiding a stray round. _Her aim is off, letting her gather this much despair might be the best bet I have to subdue her._

Darting out of her cover, the rifle bucked gently in her hands as a single dart flew towards Mami. Homura had made sure to regulate the doses, and had actually been planning on using them to subdue Miki-san should she get out of control again.

She hadn't been quite fast enough though, and as Mami leapt agilely to the side, she fired, the shot nearly catching Homura's leg. Freezing time, she moved around, trying to think of what angle Mami would most be expecting her to come from.

Feeling the magical signature of her opponent's time magic, Mami paused before turning in every direction, weapons raised, looking for any indication of where she could be. Her nerves rattling, she was only able to give a half-turn before her opponent sprang up from in front of the car she stood on.

Firing wildly and missing, she only had time to grab onto Homura's collar before the tranquilizer discharged into her chest, the dart embedding itself and releasing its payload. Shuddering and reaching up, Mami tore the offending needle from her body, looking horrified at the prospect of what she was just injected with.

A brief pang of guilt traveled across Homura's spine, if she could have prevented the girl from suffering this much, she would have, especially since taking gambles was not one of the time-traveller's strong suits. But potentially losing Mami was simultaneously the best chance she had of recruiting her.

_I won't waste it, _Homura assured herself, kicking the blonde away and slapping the last clip into her tranquilizer before taking aim. Mami looked miserable and exhausted, but was still standing; apparently she had a higher body weight percentage than Miki-san, and Homura was tempted to just wait it out to prevent overdose, but knew she didn't have that luxury.

Firing once in her direction, she saw Mami slap the projectile away with her rifle's stock before letting loose with another barrage of shots, her heart wasn't in it though, and Homura had a nagging feeling that she was forgetting something.

The game of cat-and-mouse continued for a few more seconds before Mami turned, firing a single shot somewhere off the roadway. Homura bolted out of cover, panicked that the blonde had finally snapped and started to target civilians, before realizing that her quarry was gone.

In the distance, she spotted a flash of yellow and took off, freezing time in short bursts to catch up on her loss just as Mami scaled the building before smashing out a newly-shattered window and vaulting inside.

This apartment was different than her usual conjoined one in previous timelines, it was a small, multi-room piece on a higher floor near the highway, surrounded by windows. Chalk one up for Homura, for the first time ever. Defence might give Tomoe-san the advantage in position, but her immobility would give her hunter the edge she needed. Homura reached into her shield and pulled out a mask and a small canister, slipping the hood over her face and securing it in place as she jumped towards the apartment and took cover behind a wall. This would be over quickly.

Mami stumbled into her home, shaking fingers slipping against the deadbolt before sliding it into place as her hands tightened around the rifle she cradled. Her wits were quickly leaving her, but that chase had gotten desperate, and her best bet was somewhere she was comfortable with.

"Calm down Tomoe-san, I'm not going to hurt you." The muffled voice made Mami snap to attention instantly, raising her weapon and firing at the window she'd heard the voice come from. Skilled fingers worked the bolt, a single smoking golden shell flying out to rest on the thin green carpet.

The silence that followed made delusions of success chase Mami's thoughts around as she spun in a slow circle, finger tightening on the trigger as sweat poured down her head.

Glass shattered somewhere over her shoulder, and Mami spun around just in time to see the small cylinder bounce across the floor before stopping halfway across. The seal ruptured as a loud hiss sounded, billowing Mami's clothing as jet-black smoke filled the room. Buffeted by the gas, Mami kept her rifle on what she thought were the door and windows, waiting for any sound that might give her target away…

"Don't be unreasonable." The voice hissed, Mami spun and fired, something out of her sight range shattered as the round pierced it. She wiped her face off on her arm, sweat pouring down her hair as she coughed, the movement jolting her aim.

"I'm trying to help you." _Blam! Clack-clack._ Mami shook her head, the world started to blur like poorly-mixed watercolors around her.

"If you'd just put the weapon…" _Blam! Clack-clack._

"I don't want to be forced to hurt you." _Blam! Clack-clack._

"Just hear me out!" Homura called out from her new position, jumping to the left and waiting for the impending bullet. It didn't come. "Tomoe-san?" Her voice wavered slightly as she weighed her options.

On one hand, not firing would lower Homura's guard. The girl's blind firing had been sloppy, meaning her thoughts were probably just as scattered as her aim, but Homura wouldn't put it past her to lay out such an elaborate trap. On the other, Mami's soul gem had _not_ been in good condition, if she was transforming into a witch right now…

The risk had to be taken, Homura tightened the gask mask she was wearing before slipping in through the window, keeping low while using the barely-visible furniture as cover.

Drawing towards the center of the room, Homura almost stepped on Mami's lifeless before noticing her. The gas had only been mildly noxious, so her collapse must have been because of-

Hands working furiously, the time-traveller grabbed Mami's head and turned it, seeking the hairpin that held her most important appendage. The soul gem still had a spot of yellow in the middle, barely visible. Looking downward through the clouded lenses, she saw Mami's chest rising and falling. The girl had collapsed from exhaustion, a combination of that tranquilizer and the gas's properties must have just sped things along.

A sigh of relief left Homura's mouth as she stood, tearing off her mask in the thinning smoke before scooping up the blonde's body. Despite being very confident in a lot of her abilities, Homura's strength was not one of them, and Mami was _heavy_.

Were she a lesser person, Homura would have made a joke about her having eaten too much cake. But, being better than that, she only _thought_ about making it, and shared a brief smile with herself.

Dumping the unconscious body onto the closest couch without bullet holes in it, Homura retrieved a grief seed and pressed it against the yellow pin resting in Mami's hair. The process was slow, it might take another full use just to clean it in its current state.

As she worked, Homura watched the older girl sleep, ensuring she didn't receive another elbow to the face. Even like this, with lines of tire and stress etched on her face and a line of drool running along her mouth, there was an unearthly glamour surrounding her. It was almost enough to make Homura envious, especially considering how much Madoka looked up to Tomoe during most of the other timelines.

Lost in thought, Homura almost jumped when the high, small voice struck through her thoughts.

'_You aren't going to kill her?_' Turning around, she saw the Incubator sitting on a barstool at a counter opposite to the couch.

"No, I'm not." Homura answered, not feeling any drive to justify herself as she tried to make Mami more comfortable, propping her form up against some gathered pillows and folding her hands across her stomach.

'_Curious. You went through so much effort to subdue her, and you're just going to leave her be?_' Feeling the deep red eyes on her, Homura shifted over to the table lying beside the couch and produced three fresh grief seeds from her pocket, delicately balancing them on their points behind Mami before pulling a notepad and pen from her shield.

'_I trust you realize that, given the evidence of her actions from the past, Tomoe Mami will very likely try to destroy you again once she wakes up._' Writing something unseeable and placing it in front of the three seeds, Homura stood, careful not to disturb Mami's form, and turned to the creature watching her.

"You place far too much emphasis on human greed and cruelty, Kyuubey. You fail to notice the silver linings." Wandering over to the window, Homura quietly continued her dialogue, not wanting to stir the sleeping Mami. "Someone once told me that 'There are a lot of terrible things in the world, but there are also things worth protecting'. If I focus on those, then it becomes far easier to keep my faith in people doing the right thing."

'_I see..._' The Incubator turned his head towards the departing Puella Magi, that damning smile never even hesitating. '_That's an interesting philosophy you have, Akemi Homura. May it guide you on your way._' Homura shot him a final suspicious look before leaping off of the building's edge. Kyuubey bristled, tail wafting in the apartment's stale, smoke-tainted air.

_A dangerous creed for a Puella Magi to have...and an unstable one. I would be very interested in bearing witness to the day the floodgates break, Akemi Homura pays the price for her unknown wish in full._

Shooting Mami one final look, Kyuubey hopped off the bar stool.

_So, Tomoe Mami lives to fight another day. Akemi Homura is generous, especially taking into account how much cleansing Mami requires with her mental state._ He stepped towards the window, still considering the conditions around him.

_This situation merits interest, I'm almost certain it has _something _to do with Kaname Madoka, and anything that could possibly get her closer to contracting has my attention. _As he vacated the apartment, leaving only Mami in a fitful sleep, the night seemed to get a few degrees warmer. The sleeping girl relaxed, stretching out her legs and drawing a shuddering breath as she dreamed of places far away. Where caring parents waited for her, and no one tried to hurt her, and there were people that gave her the love and affection she craved so badly.

One wish wasn't enough to fulfill all the desires in her heart, but being alive gave her the opportunity to make at least one of those things come true. Even one.

Golden eyes scrunched closed as an alarm chimed somewhere on a distant plane, getting closer every time the irritating jingle looped, as though it were looking for her.

Finally, Mami cracked one eye open, sleep should have made her feel refreshed, but instead it just made her realize exactly how much of it she needed. Yawning, she stretched, feeling a bit too warm and sticky from sleeping in her Puella Magi uniform.

Suddenly, fragments of the past night started forming in her sleep-clotted head, and it was only then that Mami realized she had no idea why she was asleep. That black-haired girl had been hunting her, she chased her back to her apartment, and then…

It was all a blur after that, honestly Mami wasn't sure if she'd managed to shake off the girl or what. Smoke had something to do with it. Looking around her apartment, the blonde briefly toyed with the idea of her being dead.

_If that's the case, the afterlife looks a lot like my apartment, just with more bullet holes than I remember. _Her thoughts felt clear, if a little in the clouds, and she assumed it was from getting a bit of sleep, oblivious to her soul gem's new cleanliness. Transforming back into her school uniform, Mami noted that the sweat had not receded, and making her shift uncomfortably in the damp clothing.

Sighing and unfastening her uniform's collar, she tugged it overhead, sure that she had a spare somewhere. Before her shirt passed over her vision, a trio of black spheres on the small table adjacent to the couch caught her attention.

Leaning in closer to inspect them, she picked one up; a light grey grief seed. Fresh, empty, and completely real. Seeing the note underneath, she pulled it over, eyeing the neat, uniform scrawl on it.

'_Be more careful_'.

Looking from the receptacle to the note, then back again, Mami's thoughts were interrupted by her backup alarm, telling her that it was definitely time to leave.

Running over to her closet and throwing on a spare uniform, Mami's head spun with fragmented memories. She was running on autopilot, but while what she really _wanted_ was more sleep, but the nervous fact that the mysterious girl knew where Mami's apartment was located did away with that luxury, what she _needed_ was answers.

On her way to school, she took the opportunity sort out her thoughts. Having both a clear head and soul gem let her go through the options presented. Mami's hands unconsciously fingered one of the grief seeds that had been given to her by the stranger, pressing against the pointed tip before running along the symbols on the edges.

Mami needed to talk to her. This girl still seemed like one of the current greatest threats in Mitakihara, and she felt secure in the idea that the black-haired outsider wouldn't attack her if they spoke in school. Her memory of the fight was almost non-existent; for all Mami knew, the stranger could have been back in her apartment, but sensing her was still an option.

The day crawled by, her classes were filled with disapproving stares from every professor at her forgotten homework and liquid information that trickled through her mind and poured straight out the other ear.

_Like a teapot. _She briefly contemplated, the idea putting a smile on her face. It had been a while since she'd smiled, maybe the sleep _was_ doing her good. _I wonder if I have any tea at home. _

If she did, it occurred to her that it might be best for her to enjoy it now. Who knew when she'd next get a chance what with all the dangerous activity occurring throughout the city.

Finally, during the lunch period, Mami concentrated before sending out a focused flare of energy, trying to pick up any signatures she could find. It had been a while since she'd sent out such a reliable sense for other magical girls, more precise pulses could be felt and sometimes even traced back, she hadn't been willing to take that chance before. Now though, things were different.

Mami's eyes widened, she picked up at least eleven signatures in response, Kyuubey had been busy. Only two of them were recognizable though, and she noticed with a touch of guilt that the first was probably from the one redheaded girl she'd tried mugging last night. The other probably belonged to the outsider herself.

As she sent out another, stronger pulse to verify, one student towards the front of the classroom who had been falling asleep started, as though she'd been shocked, before turning around, scanning the back half of the class. Mami tried to look innocuous, girls starting out tended to have a harder time staying awake, it seemed that would explain the student's inattentiveness as of late.

When the bell rang, Mami scooped up her bag, giving the girl who had fallen asleep a quick pat on the head. The seemingly innocent gesture's magic-filled touch telling her exactly where the girl's soul gem was concealed. Never hurt to be careful.

Heading up the stairs, she detected the familiar aura travelling up towards the roof. Their encounter last night was coming back more distinctly, and Mami recalled this girl being at least of her own caliber in both natural talent and experience. Should that be the case, she almost definitely detected the pulse Mami had sent out. Meaning that her heading to the roof was to isolate them, either to speak privately or…

Shaking her head, Mami cleared those thoughts. Things should stay diplomatic, at least for now. Should something go wrong, Mami could put those grief seeds given to her to _very _good use.

Opening the roof access, she saw a uniform-clad junior standing at the other end, gaze no less intense than it had been since the end of their first meeting.

"You've gotten more liberal with your sensing, I see." She pointed out, Mami kept her gaze cool, still unwilling to let her guard down.

"I needed to figure out where you'd gone. Trying to find you at night out in the city would have proven too risky." The fact that this was the first conversation they were having without weapons drawn nagged at the back of Mami's mind, but that was untrue in a sense, she could tell that the girl opposite her was just as ready to defend herself should it come to arms.

"Well, it was foolish. You just sent pinpricks down the neck of every single novice in a one-mile radius. I thought you wanted-" The girl stopped herself, letting out a drawn breath as the veteran stood, frowning at the unwarranted criticism. "Perhaps we're getting off on the wrong foot." She offered a hand to Mami, her left, the one not occupied by the soul gem and mysterious shield while she was on duty. She assumed this wasn't a coincidence. "Akemi Homura."

"I'd introduce myself, but you seem to already know me." Mami walked over and shook the offered hand, stuffing her other into the school uniform's pocket as she did so. The seemingly casual act bore a greater meaning considering how Mami summoned her weapons. Her new friend noticed, eyes flicking down at the intrusion.

"Apologies for that, I didn't want to lay all my cards out on the table when we first met." Mami nodded, plastering a tired and painfully fake smile on her face.

"Mmm, yes, that worked out well for you, didn't it?" Homura didn't respond to that, sparking Mami's irritation as she shifted to a glare pointed in the outsider's direction. "Don't hide anything from me. I don't care if we choose never to associate with one-another again, but lying to my face is a guaranteed way to try out your epitaph early." The threat didn't make Homura's face even twitch, either she was unimpressed, or she was masking what she actually felt. "Now, what do you want with me?"

"An alliance," Homura proposed, folding her fingers, "An extremely powerful witch called Walpurgisnacht will be arriving to town within the next few weeks."

"What!?" Mami's mask slipped, and her mind reeled with panic before she caught balance, glaring in Homura's direction. "Liar. Walpurgis has never come to this city before, what evidence are you basing this on?" The younger girl seemed to falter, her eyes avoiding Mami's face. Homura briefly considered lying or giving an ambiguous answer, but that was exactly what made Mami so doubtful of her in the first place.

"That's what I thought." The blonde dug into her pocket, producing the three grief seeds she found that morning. "And I'm to assume these are a petty bribe?" Homura stayed quiet, she wanted to deny it, but Mami's claim wasn't entirely untrue.

"I see...well, I'm sorry for wasting your time, Akemi-san," Mami limply poured the grief seeds at her feet before turning back towards the school. "But the answer is no." She had just started to open the door off the roof before Homura spoke up.

"That's a shame, especially considering how low on grief seeds you are." Mami paused, temper flaring at these words. "Having an ally would certainly help you gather an excess." Gritting her teeth, the older student considered this, she _had _been concerned with how she was going to hunt safely tonight with all the other Puella Magi that had just been recruited. "If trust is an issue, it shouldn't be, don't forget that I could have easily killed you last night." Homura continued, "I have no motivation to deceive or hurt you."

Her words rolled around in Mami's head, it was certainly tempting. Things had been getting precarious lately; having an extra set of hands and eyes could definitely help out. Feeling her waver, Homura pressed on.

"Tomoe-san, I have one final proposition for you. Let's go hunting together this evening. You'll have earned your grief seeds, and with two of us hunting together, there's no chance any stray recruits will bother us." Closing her eyes for a moment, Mami considered this as Homura waited patiently.

"Fine. Meet me in front of the school at one o'clock, leave your other friend out of this, and I don't want to sense you within a thousand meters of my apartment, are we clear?" A relieved wave spread over Homura's mind as Mami awaited an answer.

"Naturally." Nodding, the blonde continued off the roof slamming the door behind her. It was obvious that this mysterious Akemi girl had some higher plan. She was suspicious, but seemed to not want to harm Mami, at least for the time being. Maybe this wasn't such a bad idea after all.

"Could you please tell the class your name?" Saotome-sensei asked the _second _transfer student of the week, a rarity if there had ever been one. Kyouko narrowed her eyes at the woman distrustfully.

"What're you, a cop?" The class and teacher had both gone silent before Kyouko raised her hands, waving them off. "Kidding! I'm Sakura Kyouko, transferring in from Kazamino."

'_Don't attract attention._' Homura's voice chided telepathically.

'_Oh, hush. You just don't know how to make an entrance._' Saotome-sensei busied herself with finding a desk for Kyouko, who scanned the class before locking onto an empty desk right beside the pink-haired girl she was supposed to be watching.

_Convenient. _She thought, before pointing out the empty seat to the teacher, who smiled. "Good idea! Kaname-san can help you if you need anything." Red eyes found Madoka as the smaller girl gave Kyouko a shy smile, her new seatmate smirked back.

"Kaname-san, I presume?" Kyouko asked in the most charming voice she could muster. The pinkette giggled, nodding cheerfully.

"Yes, you can call me Madoka though! Erm, if you want to, that is." Scratching her cheek abashedly, Madoka reached back into her bookbag, pulling out her notebook and turning back to their teacher. Kyouko stretched before sliding back in her seat, regarding Madoka impartially.

The girl was an absolute sweetheart, this was going to be _easy_.

"So why did you transfer here?" Madoka asked, the question was a basic one, and luckily Kyouko had a lie ready.

"My family moved here about a week ago." A twinge of sadness hit the redhead, she absolutely hadn't wanted to drag a hypothetical family into this, but she hadn't been able to come up with anything better.

"Well, is it nice here? Have you made any friends?" Madoka asked, buying her lie unconditionally.

"Uhh, yeah, one or two I guess..." Kyouko answered, sneaking a glance back at Homura, who was busy furiously taking notes.

"Oh, I just had an idea. Would you like to join my friends and I for lunch? Maybe we could show you around the school or something." Accompanied by the innocent smile, the question had an almost unreal effect. Kyouko blinked confusedly, honestly, she had been expecting a psycho as her protégé, kinda like that Tomoe girl, or at the very least someone strikingly unpleasant.

_'Are you SURE this is the right girl?' _She asked, before feeling Homura's voice grow an edge to it.

'_Don't let your guard down.' _Realizing she still hadn't answered Madoka, Kyouko pretended to consider it.

"Sure, that sounds fun!" The redhead responded. Madoka beamed.

"Great! Let's meet up outside the classroom for lunch then, Kyouko-chan!" Suddenly, Madoka paused, looking bashful, "I'm sorry, may I call you that?" A sudden snap came from the other end of the room and both students looked over, Homura sat in her seat, a small puddle of ink trickling over her hand.

"Apologies, I simply broke my pen." The rest of the class returned to their work after a few awry looks. Kyouko gave an impish grin to her partner, who was strategically turned towards her bag, retrieving another pen.

After school, the pair of magical allies convened outside the building, taking shade from the afternoon sun under a nearby tree.

"-you're lucky things turned out so well. I was able to subdue Tomoe Mami in her apartment after following her back." Homura commented through grit teeth, still peeved at Kyouko for being delinquent the other day. No matter how many timelines she went through, it seemed as though the redhead actually gaining listening skills and following directions was too far-fetched to ever occur. Kyouko, seemingly paying as little attention as possible, deepened her slouch against the tree.

"Cool, so what'd ya do to her?" Ignoring her partner in favor of focusing on homework, Homura rubbed at her arm, closing her eyes as both words for Kyouko and numbers for the worksheet fought for attention in her brain.

"I cleansed her soul gem, and gave her a few extras, considering how quickly she seems to taint." At this, Kyouko snorted incredulously.

"Geez, all that and you didn't only not kill her, but gave her some of _our_ seeds? What are you, the Ghandi of Puella Magi?" Kyouko asked around a mouth full of french fries. Homura tossed her hair, expression neutral.

"No. We need her, and should she continue to be rational, her aid will be much more invaluable than a couple grief seeds." Homura's voice quieted down with her next thought, "Not to mention the fact that if we _can't _recruit Tomoe Mami, we'll have far more problems than simply trying to keep our soul gems clean." Kyouko watched concretely as Homura's eyes glassed over, she had come to learn that her partner tended to look at things with a glass-half-empty perspective, but with Walpurgisnacht, she never seemed to stop reinforcing how grueling the battle would be.

"Is it really that bad?" Kyouko asked broodingly, looking down at the wafting grass. She didn't even have to shift her gaze to detect Homura's somber nod. A wave of silence passed over them, the pair respectively resting and problem-solving before the dark-haired student finally broke the quiet.

"So, how did things go with Madoka?" Kyouko shrugged.

"Fine I guess, I was right about the blue one, by the way, she's insufferable." A slight grin broke out on Homura's face. Likely they would be at odds for the first few days, but she knew that Miki and Sakura had a deeper connection between them, likely it would just take time.

"Good to hear, Kyuubey isn't anywhere near them?" Homura relaxed somewhat when the news that he hadn't was spoken. In some timelines, Madoka had already contracted. Those outlying parallels were the ones she considered already lost; the life of a magical girl was a short one full of despair and bloodshed. She would never be able to rest easy or claim victory knowing the fate she had left Madoka to face. And considering what she had seen a few timelines ago regarding the witch Madoka would eventually turn into…

No, that simply wasn't an option. And things were looking up, Kyouko was performing her duty well enough for the first day.

"She's laughably easy to get along with," The spear-wielder noted, jabbing a fry briefly at Homura before flipping it into her mouth. "I still have no idea why you couldn't handle this yourself. Maybe you're just _so _unpleasant that even _she_ hates you." When this comment didn't receive the trademark irritated glare she had come to expect, a twinge of guilt sounded through Kyouko's body.

"Hey...I was just kidding, yeah?" When Homura only nodded, Kyouko decided to change the topic-her newfound friend seemed to be a touchy subject to discuss when it came to Homura's mood. "Anyhoo, going back to you and blondie, I don't see why we can't just hire a couple rookies instead of sticking with the moody musketeer. With the sudden recruitment rate, there'll be tons of newbies willing to saw their own legs off for a grief seed." When she got the expected behavior of Homura scoffing and instantly shooting down her answer, she knew that the reset button on her emotions had been found.

"No. We don't have time to train any fresh novices. You and Tomoe-san are so vital to the operation because you are the only Puella Magi that I currently know of in the city that can survive independently and fight well enough to the point that I can actually rely on you to get things done. What happens if we recruit someone new, use a few grief seeds on them every time they get knocked down by a familiar, then they die weeks before Walpurgis even arrives? We gain nothing, and we're short a few grief seeds."

"All right, all right. I'm just saying, you'd have an easier time training a bear to fight Walpurgisnacht than you would trying to form an alliance with _this_ city's veteran." Homura felt a small spark of victory in her heart as she flipped her hair, trying to fight a smile.

"Actually, Tomoe-san and I are going hunting together tonight so she can earn the grief seeds I gave her." Kyouko nearly spit out the orange juice she was holding before swallowing and coughing, wiping off her sleeve.

"No shit!? That's good news I guess."Giving Homura a snide sideways grin, Kyouko decided to once again push her luck. "That said, I'll have to look up how to treat bullet holes before I see you again."

"It'll be fine, you don't need to concern yourself with my progress, just keep-"

"Yeah, yeah, keep the pink one safe and human, gotcha." The red-haired girl waved her off. Homura was about to turn back to her work before noticing that Kyouko, for the thousandth time that day, was seemingly strangling herself with her uniform's bow.

"Mmm. Of course, at the moment I'm more concerned with learning how I'll manage to cover up lacerations on your neck." Kyouko groaned aloud, still fighting the outfit's collar and losing.

"I can't help it! How do you wear this thing every day? It's so goddamn uncomfortable!" Smiling lightly and leaning against the tree, Homura closed her eyes.

"You'll get used to it eventually."

"I don't _want _to get used to it." The redhead snarled back before finally opting to simply loosen the neckline.

Exhaling deeply and feeling the gentle wind on her face, Homura took a rare moment of solace. She wasn't sure if things were going to be all right in the future, but right now, she had to admit that it was a nice feeling. Sitting in the warm spring afternoon sun with someone that she may have even called "friend" in a different timeline. It felt comfortable.

But then the memories came back, unbidden. The girl she sat adjacent to was the same one Homura had seen killed dozens of times, in a plethora of ways, sometimes even at her own hand. It made her wonder if her conscience would ever be clear when Madoka was safe, when the loops ended...if they ever ended.

No, she couldn't start thinking like that. That train of thought went down a rail it would be hard to ever turn back from. Her life wasn't just going to be an infinite circle, the loops _would _end. So long as she never stopped working. The smile faded from Homura's face as she opened her eyes, snatching the small bookbag and standing up.

"Hey, you leaving? Just when it looked like you were just starting to take the pole out of your ass." Kyouko chided, cracking a single eye open. Homura looked down at her, expression hard and disapproving.

"I need to prepare for tonight. And I suggest you do the same, even if I'm covering your needs on grief seeds, training is still required."

"Hey, come on, there's nothing else we needto do today, right? Let's just take five, rest for a bit." Kyouko added a pleading edge to her voice. It was an incredibly nice afternoon, and despite herself, she did want to get to know her partner better, but Homura was having none of it.

"You may rest _after_ Walpurgisnacht." She responded, straightening her bag and trudging off to provision for the oncoming hunt.

"Guess the ass-pole is still present," Kyouko grumbled to herself before shouting after Homura, "Hey, I'm sure you have a plan. And now you've got two other veterans for backup! Isn't that enough!?"

"No." Homura responded, more to herself than Kyouko, "It never is."

A.N.: I would like to point out that this takes place in an earlier timeline, hence Homura being stoic and take-control, but not as jaded as she is in the show.

There's plenty of time for that later.

Anyways, if you have any theories on what you think will/could happen, feel free to run them by me in PM! Sorry this chapter took so long, it's the longest so far, and I was also preoccupied doing life work.


	5. Chapter 5

Chapter 5

Homura approached the school, the warm night air kissing her bare arms as the moon cast spectral glows on the sidewalk and pools of neon silver in Mitakihara Middle School's glass walls.

She spotted her new partner leaning against the school, looking up at the night sky with Kyuubey perched quietly on her shoulder. Oblivious to the new arrival's presence, Mami continued her reverie until Homura coughed into a closed hand, making the blonde jump.

"I-I didn't see you there." She voiced before straightening up, taking a couple steps past Homura. "Let's head off, it's best to get started as soon as possible." Reaching up, Mami idly scratched under Kyuubey's chin while she walked, making him rub up against her hand.

"Why did we meet up so late then?" Homura asked, casting a look back at the empty school behind them.

"I know what I'm doing." Mami reenforced, swirling her hand and cupping it around the just-formed soul gem. Applying her tracking magic, she picked up a witch several blocks away and stood erect, picking up the pace.

Homura followed suit, wanting to appease Mami in hopes of making her more comfortable with their alliance. This was foiled, however, when Mami turned around, her expression weary.

"Get in front." She commanded, jerking her head forward. Homura grudgingly complied, _I guess trust takes time_.

"I thought this would be more co-dependent." The time-traveller grumbled, Mami addressed that next.

"Stay within my line of sight, keep your weapon stowed unless we're fighting, and do nothing that merits suspicion. If you step out of line, I won't hesitate to ventilate your soul gem. You have my word."

"I've been meaning to ask you about that, how do you know about Soul Gems? My partner is still unaware of their qualities." A sly, knowing grin was directed towards Homura.

"Ooh, not telling her then? I wonder why?" This comment was met with silence as Mami continued. "I presumed everyone knew, my first partner was the one that informed me."

"Really?"

"Yes, she was a very...hands-on teacher." The implication was not missed on Homura, and for the first time that day, a splinter of shock broke through in her eyes.

"I see. Is she-?" Mami nodded.

"Dead. My aim was better than hers. Surprising since she'd tried the same thing with several other girls before me apparently." The blonde shook her head at the fact before taking a turn down another alley, feeling the trail flicker and strengthen.

"How do you mean?"

"Pasteurization. She'd partner up with rookies, and have them kill witches on their own, or at least, with very little effort from her. When the grief seed fell, she'd grab it, insisting that they didn't need one just then, or that it was better to save them up until things got really bad. She would use them in private, and her kouhai would get weaker and weaker as their magic waned." Mami's nervous habits continued in her speech, reaching up and twisting a lock of hair between her fingers while she told her story.

"I was none the wiser of course," Mami continued, "She praised me and said I had so much potential. But when my soul gem had reached its breaking point, we both went on a hunt to a long-abandoned car lot." A dark, distant smile came across Mami's face while she trailed on. "That was where she went when her various kouhai ran their term. She'd break their soul gems, drag the bodies over to a nearby car crusher and-" Her hands tightened around the small gold gem, voice shaking as Homura's gaze lowered.

"I'm sorry, I didn't know-" Mami grit her teeth, interrupting.

"Don't pity me, you've been a Puella Magi for long enough, I could tell from your performance last night. I'm sure you've seen and experienced things far worse than that." A pause ran between the two, confirming Mami's suspicions. "Hmm, see? It's only shock. Once the surprise fades, you remember the more gruesome witches, and the greedier people, and it all gets that much easier to stomach." Silence rested over the pair for a moment before Homura spoke up.

"How-how did you survive?" Mami looked back, dusky rings still visible around her eyes. The same scared look never left them, like a deer caught in a time loop of the last few seconds of its life before being hit by an eighteen-wheeler.

"Distrust. I thought something was awry, so as we parted ways the night before my execution date, I hunted one last witch myself, and kept the grief seed. Used it the day she tried to kill me, it cleared my head, made me lighter and stronger than she'd expected." Chewing her tongue and turning around, Mami faced her partner. "It was mostly luck though, if everything she said was true, Mikuni-san may have been the most experienced and mature Puella Magi I've ever met."

Homura now understood that the story had a secondary purpose, it was a warning. _Cross me, I've faced people more powerful under worse conditions_. Mami's face had hardened as she watched her words sink in.

Homura felt the need to pour in some of her experiences too, hoping to prevent a rift from growing between them. "I know what you mean. This life isn't easy for anyone, a lot of people close to me have died."

Nodding, the blonde idly stepped in a puddle, splashing the surrounding area with tinted, oily water.

"It seems you still have trouble learning though, how many died by your own hand?" Kyuubey looked over expectantly, noticeably more interested in the conversation now.

"More than I can count." Homura's response came in a muted fashion, it certainly wasn't false either.

"You think you can protect people, don't you? I did too once, but one way or another, making friends in this line of work just seems to end up with more people dead than alive."

"It would seem you still haven't learned it considering you agreed to hunt with me." Mami shook her head.

"I'm bringing you along as an ally, nothing more. And it should probably stay that way, I don't have a very good ratio of living Puella Magi friends to corpses." Cating her gaze down at the street, Homura took a moment to reflect on the past timelines.

"I'm quite aware of that, Mami-senpai." She breathed to herself, Kyuubey's ears perked up at the voice before he stood up on Mami's shoulders, hopping off.

'_Please excuse me Tomoe-san, Akemi-san, I just realized I had some important business to attend to, I'll have to catch up with you later._' Rounding on the Incubator, Homura gave him a skeptical glance.

"Really? And what would that be?" Their white-furred companion met her stare with his own intense gaze.

'_You seem to know many things you shouldn't, Akemi Homura, why don't _you _tell _me_?_' Leaving it at that, he gave an uncaring flick of his tail as he padded into the darkness, vanishing out of sight. Homura turned back to her objective as Mami idly spun her mortal soul in a closed palm, the former wondering just what he could be up to.

"We're here." Homura noted, feeling the witch's presence on a nearby rooftop. Mami took a single glance at it before flourishing her hand at the dirty city streets, a coil of ribbon pooling at her feet before springing up, lifting her atop it.

Homura favored the more direct ascension, leaping from foothold to foothold before vaulting over the small wall surrounding the roof. Mami's ribbon unfurled once it reached the proper height, letting her step smartly across the length and hop onto the roof before transforming.

"Ready?" Homura asked, as Mami stayed back, tugging a musket from her sleeve before giving a single apathetic nod.

Splitting the barrier open, Homura entered the well-decorated labarynth. It only took a single glance to recognize her surroundings-this was the same witch she had met all that time ago, when another Mami and Madoka had rescued her.

"We should stick together," Homura voiced once the current incarnation of her mentor had stepped through. The swirling orange atmosphere giving the appearance of a shark tunnel. "It seems like it would be easy to lose ourselves."

The pair travelled onward, encountering no resistance from the still inhabitants of the labyrinth. Their trail looped into itself as the barrier changed color, splatters of green and violet paint replacing the orange.

Heeled boots soon ceased clicking across the uneven surface and started splashing through it, faint footprints appearing wherever Homura stepped as the ground underfoot faded to congealed paint.

Suddenly, Mami froze in place, looking around at the crooked pillars before holding her weapon at the ready. The time-traveller turned back, feeling the faint presence too. It would seem their host was aware it had guests. Tensely, the pair drew closer to one-another before, unbeknownst to Mami, a paint-soaked tendril wrapped around her foot.

Pulled roughly off her balance, Mami stumbled and let out cry of surprise as Homura turned, drawing out a pistol before the familiar rose from the ground.

It was vaguely human-shaped, but all of its limbs shifted constantly, sometimes turning bony and weak, before swelling to a thick paste, loose flesh hanging off its form. The air around Homura filled with rasping breath as the digit attached to Mami yanked her off her feet, dragging her several meters through the murky brew before halting. Another tendril sped towards its victim, fastening itself around her head and holding her face under the steadily growing puddle of paint.

Acting quickly, Homura froze time before aiming and firing at the tethers drowning her partner. Redirecting her gun, she sent a volley of rounds at the familiar's body before the shield spun back into place. The bullets flew towards their targets, freeing Mami while simultaneously punching holes through the familiar, blowing it off its feet.

Shakily, Mami stood up, grasping Homura's hand once the black-haired Puella Magi had run to her side. Her face was coated in paint, which she swiped away semi-successfully, a splattered concoction of colors still present.

Around them, other familiars started rising up from the ground, others melting out of the walls, painted to resemble a seemingly endless landscape. Beneath the pair, a deep echo extended out of the ground before a well-decorated arch rose up, towering over the two warriors as the single figure lying atop it shifted poses restlessly.

Mami quickly recovered, swinging her paint-covered gun to bare and firing-only to have a small trickle of colored liquid slide out the barrel. Cursing, she discarded the gun, lifting her skirt and snapping up the musket that tumbled out before it could hit the lake of paint.

"You take care of the familiars, I'll engage the witch." Mami instructed, grasping her rifle with both hands before firing a single shot through the solid marble arch.

Homura obliged, turning and firing into a pair of familiars as they descended on her, the bulletholes on her targets spurted watercolors onto the liquid ground. Unfettered by the hits, they lunged at Homura, who froze time long enough to jump out of the way and switch guns.

Firing a pair of three-round burst into the two fallen monsters, she turned just in time for a third to grab at her collar, lifting her into the air. Homura stared into the rapidly swapping faces, seeing the agonized expressions of every life the witch had taken. Slamming her foot into it, the monster spilled onto the ground.

Bringing her weapon to bare, nimble fingers switched the notch to "automatic" before she let loose, muzzle flashes illuminating the scene as bullets poured into her target and threw up paint, rattling its form before it crumbled under the weight of its wounds and puddled on the ground. Homura pressed the ejection on her smoking weapon and slapped in a fresh clip before turning to the new contacts that had appeared behind her, finger tightening on the trigger.

Mami ran up the side of the arch, Homura's gunfire ringing in her ears before she flipped over the rim, confronting the shadowed girl lounging atop it. Raising her musket, she took a shot, which was blocked by an emerging wall of brick before the entire arch trembled beneath her, solid marble caving in where she stood.

Her stomach lurched once before a gold ribbon grew out of the ground, curving into her momentum and letting ivory boots slide along it before the length gave her a final flick, tossing the blonde into the air as she fired again.

The witch shuddered when the shot hit it, but quickly retaliated. Paint swirled from the ground, building onto itself before sculpting into a shapeless mass. Faces, torsos, and arms jutted from the projection as it flew towards Mami, who was forced to catch herself on another ribbon as it crushed a nearby pillar, reducing it to rubble before shuddering and recovering.

Coming around for another pass, the hammer swung overhead before it slammed into the paint, splattering the entire barrier with a new smatter of colors. Mami tugged two fresh muskets from her corset before sighting the witch. Twin blasts rocked the arch, lake of paint changing to a murkier shade as the background flashed in stroboscopic shades of mauve and grey.

Dropping onto the labyrinth's floor, the yellow-uniformed girl worked the bolts on her rifle before racking the witch with another pair of blasts. The bricks on the arch jittered and danced against their own formation, filling the air with a chilling rattle as the weakened tower swooned, the girl atop it struggling to keep her balance. Mami reached up towards the ribbon in her hair, pulling it free before giving it a spin, the swatch morphing into a snow-white cannon.

"_Tiro Finale!_" A beam of magical energy erupted from the muzzle, boring straight through the arch and vaporizing every brick it made contact with. A shrill screech filled the air as the blast flew towards the witch atop her throne, consuming her in gold fire and leaving nothing but an ugly scorch mark. The labyrinth around them faded, and Mitakihara's night returned.

Mami reached out and wrapped her hand around the floating grief seed. Homura stood quietly at the other end of the building, her attention focused elsewhere. Pressing the newly-earned grief seed to her soul gem before pocketing it for later use, Mami turned to her companion, noting her silence.

"What-" Noticing the disturbance almost instantly, her eyes locked onto the heap of unmoving forms at the edge of the building. Stepping forward, Mami kneeled over them, pulling down the collar on one young man's neck to reveal a tattoo-like imprint.

"Have they been Kissed?" Homura asked, not bothering to move from where she stood. Mami simply nodded in response, shifting a hand to the front of their necks. When it came away, blood glistened on her fingers.

"Their throats were slit, probably suicide. Since there's only one knife, I'm guessing it was passed along."

Homura's expression darkened, it seemed as though the wound was still fresh-if they'd just left a few hours earlier… "Let's head off."

"Yeah, give me a minute." Mami voiced, hovering over one of the bodies. Homura turned away to give her privacy, in some rare timelines, Sakura-san would pray for the people and Puella Magi they were unable to save; it seemed as though it was possible for Mami to do the same thing.

When Homura heard movement behind her, she turned once more to see her guess had been proved wrong. Her conscience bit its tongue as she watched Mami rifle through a decorated wallet, tensely withdrawing a stack of bills before tossing the object back onto the pile of bodies. She was quick and crisp about it, as though the act insulted her. Quietly, she stuffed the yen into her pocket and shouldered guiltily past Homura.

"I guess that explains how you got your apartment." The time-traveller acknowledged after a brief silence as they continued towards a new target.

"Yeah, some guy still had lease on it when a grief seed found its way onto the side of his apartment. The police never looked for him, and I don't need to pay very much for it, so it's convenient." When Homura failed to respond, growing reproachingly silent, Mami started to get irate. "Look, if you're going to chew me out for it, then get it out of your system."

"I can't criticize you for the way you live, I'm just wondering why?"

The blonde shrugged, soul gem held aloft as they tracked down their newest contact. "I leave some money in their wallets so the cops don't think anything of it, and a little loose change helps me more than it would help some dead guy's rich family. Besides, it's not like those people back there had any use for money anymore."

"Why don't you just get work?" Homura asked, the dark-haired student tended to get odd jobs to pay lease on her apartment. Mami just cast a dark look at the ground, not breaking pace.

"Have you seen me? I can barely hold up through school in my condition. Actually working on top of that would stretch me too thinly." She turned the soul gem in her hands, already the bright glow from her purification had faded slightly. "Sometimes I'll spend entire days hunting. I'll bring in a giant stock, enough to last any other girl for a couple weeks, maybe more. But to me? To me, it'll all be gone in a couple days."

Homura didn't respond, she was well aware that soul gem corruption was bred off of a mixture of negative emotion and wasting magic, sometimes one leading to the other. Miki Sayaka seemed to be the perfect example of this; as her soul gem darkened, her grip on reality, poor mood, and likeliness to strike against others increased, and her poor condition often made her waste magic listlessly.

She felt badly for Mami, she honestly did, but at the moment, all she could focus on was exactly how much the blonde being corrupted could interfere with her plans. Fortune was with her though, with Kyouko watching the other girls, she could focus on keeping herself and Mami stable as well as stockpiling weapons and getting in some extra training.

The night creeped on, the moon slowly dragging through the sky. More witches fell, and before long the new allies had built up a respectable stock of the small black ornaments. Mitakihara was packed with witches, more than Homura had seen in a number of timelines. While this gave them access to more grief seeds, the fact nagged at her mind that they could still pose more of a danger than a benefit for those central to her operations.

"I have to admit, I'm impressed." Mami said, balancing a fresh grief seed on the tip of her finger while the two walked back to Homura's apartment. "Still not sure what _you _stand to gain out of this, but I appreciate the extra help." After the two had spent several hours speaking and fighting together, Mami seemed, if not amicable, then at least more warm than before.

"I've already told you what my goal is." Homura said in a level voice as she reached back for her keys. "Should you be willing to help, I would appreciate your help in fighting Walpurgisnacht." Mami threw her a look. Less doubtful than the one earlier that day had been, but still unbelieving.

"You're really serious about this, aren't you? I think I would have sensed it if something that big were coming."

"Walpurgisnacht's scale allows it to travel and appear without a barrier, which are the biffest distortions in this world, and are much easier to sense than the witches themselves." Opening the door, the time-traveller took one step in the threshold before hesitating. Offering to let Kyouko inside had been an error on her part, and Mami seemed even less trusting than her. "Would you-"

"No." Mami responded instantly, turning on heel. "We've only been operating together for one day. You may have had plenty of opportunities to kill me so far, I can't guarantee my safety around you."

Homura nodded, mentally filing her denial as just another intricacy of how this timeline worked. As Mami walked away, she paused for a split second before turning and looking the raven-haired Puella Magi in the eye. Homura wasn't sure exactly what she saw in the exhaust-filled golden irises, a bit of doubt, but also the first warmth she had detected since they'd met. Mami's mouth twitched slightly upward.

"I'll see you tomorrow? Same time?" Nodding, Homura stood in place as her new companion turned back and disappeared into the night.

Cradling her soul gem in steady hands, Homura ran a thumb along the side. It glowed a healthy, content violet, marking her sureness that things would work out for the best eventually. Reaching over, she placed the core of her being on the plain nightstand before flicking off her light.

Everything in the room darkened save for two red points outside her window.

Noiselessly, the Incubator jumped atop Homura's bedside table, placing a single paw over her soul gem, tapping into its contents as all of the hollow sadness of her past flashed before the creature's eyes.

_It's high time to see your secrets, Akemi Homura._

"I don't like this." Mami repeated for what must have been the thousandth time that evening. Homura sighed beside her, combing back glossy black hair as the evening wind blew past it.

"You're just being paranoid. We both agreed that you need to control your fear of the other girls." A frown crossed the blonde's features.

"Don't patronize me." The two had been hunting together for about a week now, and every subsequent hunt had gotten more and more dry. Mitakihara's newer recruits were getting skilled, and since they hunted at an earlier hour, it inconvenienced the city's veterans. Homura had argued time and time again for leaving earlier, but Mami had always rebuffed her before finally giving in today.

"Civilians die because the novices can't handle tougher witches, and the city's witch population is starting to dry up. Not to mention that if we establish our authority over the Mitakihara, they'll be less inclined to attack us." Mami shot a disbelieving look at the afternoon sky. Nine o'clock was awfully early to be leaving; several small rays of sunshine still gleamed in the star-filled atmosphere. It had been months since Mami had left this early to hunt.

"No, we'll just paint targets on our backs. Not to mention adding the concept of authority to this city makes someone else want to take it. I have my own territory and hunting times, no one ever interferes with me." Homura shook her head.

"That's exactly the problem, your plan is scaled. Sooner or later some novice is going to get a big head and come after you, or the grief seeds will get too thin and you'll be forced to expand your boundaries all at once. We can't risk that, if we try taking more of the city now, we have some options."

Muttering a half-hearted argument, Mami continued walking alongside her partner. The two had gotten significantly more comfortable around one-another in the past weeks. Despite this, there there were definite boundaries.

Mami still refused to let her partner anywhere near her apartment; they met in front of Homura's. And although Homura hadn't tried offering Mami entrance to her home again, she felt as though she knew that the answer would be if she did.

"We should split up." Homura said, squinting at the distant rooftops, looking for any signs of magic.

"That's the second worst idea you've ever had." Mami, still confrontational, crossed her arms conservatively despite the air being warm. Homura was patient, she knew that this incarnation of Mami had a habit of getting testy when she was feeling scared, nervous, or guilty. And that was fairly often, so Homura had to grow accustomed to defusing her.

"What was the first?"

"Leaving early, that's two in one night." Homura smiled, amused at Mami's cheekiness. A bit of joking between them had gotten more frequent too. "I'm serious! This isn't like hunting witches, if any of them know about soul gems, or catch us off-guard…"

"It'll be fine, I've seen what you can do, and I'm confident in your abilities." Sparing a bit of her public image to slip the blonde an encouraging rub on the arm, Homura transformed. "Just stay on your guard. If anyone does approach you, try talking to them first."

Mami stayed silent, considering Homura's words as she waited patiently. Seconds passed as she visibly tried to work up the energy to protest. "...all right." The time-traveller nodded.

"See you in a bit." Homura reassured her, jumping away towards a nearby balcony. Mami watched her leave, the ball of unease in her stomach not vanishing with her partner. She saw Homura's perspective on splitting up; more grief seeds, and they would look less confrontational if they encountered other Puella Magi. At the same time though, Mami knew that Homura's decision making might not be reliable, since she was obviously an anomaly of some kind.

The girl didn't seem to know how relations between magical girls worked, much less how shaky and violent their relations were. With every new contract made, Kyuubey warned the recruits of the carnage they would face. And more often than not, they were more than willing to sink their claws into a weaker rookie with the potential of several grief seeds at once, then go for a significantly tougher witch and get just one.

Advancing cautiously into an unknown section of town, Mami kept to the lower streets. Her progress was slow, and she tried her hardest to keep her sensing magic undetectable. Luck seemed to be with her though, she managed to pocket a grief seed within the first hour. Homura had been right about the concentration of witches in unexplored regions; already Mami was picking up another trail. Feeling more secure, Mami made her way towards the signature.

Resistance so far had been nonexistent, either Homura was making better progress, and had managed to talk down the local girls, or they were just happening to avoid one-another's paths. The areas outside of Mami's regular hunting grounds were saturated with magic, and while that meant more witches, it also made their signatures indistinguishable from any other potential threats.

Heading down the alley, letting the witch's signature guide her hand, Mami felt slightly more at ease. Since she had partnered up with Homura, she had stopped jumping at every single noise in the dark, she could sleep more easily, she had even turned off the lights in her house once. Mami's eyes met her soul gem, it had been darkening more slowly too, it was nice to have the company in any case.

Suddenly, a flash of movement from behind caught her eye. Mami turned around, concealing her soul gem. A uniformed Puella Magi, maybe only a year or two younger than her, was standing several feet away. Grinning, she sized Mami up, sliding a pair of handheld sickles against one-another with a threatening metallic ring.

"Heya." She said, her voice was gritty and coarse. Mami stiffened, before silently nodding cordially. "What's up?"

"I'm just looking for witches, same as you."

"Ah, right, just hunting in my territory? No, yeah, that's cool." A glint of anger crossed the stranger's eyes as her smile grit against itself. "How many did you take from me?" Mami started panicking internally, things were going downhill fast.

"None! That is-I only got one tonight, and that was from across the way…" The territory's owner considered this, clenching and unclenching her fists around the weapons.

"Name."

"Tomoe Mami." A look that could only be described as greed appeared in the stranger's eyes.

"The veteran of Mitakihara? Interesting…" Tossing one of the sickles into the air, it gave a few spins before the girl caught it deftly, taking a casual step forward. Mami echoed it, raising her hands defensively and backpedaling as sweat trickled down the small of her back.

"Hey now, I don't want any trouble. I didn't know this territory belonged to someone, I'll just be on my way, and you'll never see me around here again." Lowering her hands and reaching into her sleeve apologetically, Mami's hand found and wrapped around the stock of a rifle.

"Liiiiittle late for that, _veteran_." The girl spat before dashing forward, Mami drew her weapon and fired, the shot missing her opponent as the Puella Magi jumped towards a wall, kicking off of it before landing right in front of Mami. The blonde switched her grip on the rifle, flipping the stock towards her attacker's face. Before she could swing, both sickles flew upwards, catching Mami's abdomen.

The blades sank into her flesh, forcing her breath to catch as the stranger hefted her body in the air. Mami felt the cold steel sink up under her ribs, shock and pain preventing her from recovering as the same cruel smile never left the stranger's face.

"The playing field is pretty wide right now, taking a big name like you down from the chart could be dead useful. Not to mention you're probably _loaded _with seeds, arent'cha?" Shaking the blades up and down as though it would make Mami jingle with the number of grief seeds she carried, it instead only sunk her deeper. The Puella Magi laughed at her own joke.

Mami only retched in response, thick blood leaking from her mouth as her breathing laboured. It was her fault really; she'd gotten soft. On top of that, this girl didn't seem to want to grant her the dignity of a swift death.

Suddenly, a single gunshot rang through the alley, and her Mami's captor turned, confused, towards the disturbance. Looking up, her vision fuzzy, Mami saw a black and purple-clad form waver before coming into focus.

"Drop her." Homura ordered, black handcannon pointed straight at the stranger, who snorted derisively.

"Or what?" Tilting her aim only slightly upward, Mami felt Homura's magical atmosphere shift as she froze time. Instantly, a volley of rounds barely flew by the stranger's skin, just grazing it enough to force a hiss of pain from her mouth.

"Or I drop you." Sensing Homura's resolve, the girl hoisted Mami up, forcing the blonde to squeeze her eyes in pain, if she could have screamed, she would have. With a shout of effort, her attacker threw the limp body at Homura, who dodged instinctually, letting Mami drop to the ground.

The weapons magically vanished from Mami's insides, letting her body finally unclench.

Homura made to run after the assailant, who was now sprinting away, before stopping and taking a single rueful look at Mami.

The dying veteran could see Homura's gears turning before she kneeled down. Chilled fingers pressed to her neck, and Homura's eyes widened in surprise at the pulse she found.

Mami's vision swam, the last thing she was aware of before blacking out were a pair of arms gently scooping her up.

Homura, for the second time that month, lay an unconscious Mami on her couch. This time though, she looked worse for wear. Mami's uniform was drenched in blood, and she let out a pained groan every time any movement was made.

Doing a quick scan, Homura noted that the sickles had lacerated some of her partner's organs. Despite this, it seemed like she would pull through. On the way back to her current resting place, Homura supplied Mami's natural healing with some of her own magic, but she had no doubt that, if left in that alley, her partner would have died.

Now though, she felt confident at the prospect of Mami healing herself, the girl's recovery magic was good, perhaps not as good as Miki Sayaka's, but potent nonetheless. All Homura could do was press the occasional grief seed against her soul gem as the broken body magically mended itself.

As she watched Mami twitch and groan as her cuts oozed red bubbled, the time-traveller could have punched herself. It had been an oversight on Homura's part, a stupidly obvious one at that. She might have known best when it came to Walpurgis or Madoka, but being too proud to not trust the intricacies of this timeline with its inhabitants had almost cost Homura one of her most valuable assets.

It was lucky that Homura had been attacked by another Puella Magi almost instantly-Homura had been forced to kill her. The encounter made her realize how careless her suggestion to leave early had been. When she went to seek out Mami, she'd caught another magical girl fist-deep in the blonde's entrails.

Sensing that Mami was more stable now, though no less sullied, Homura sighed, looking around the apartment.

"I know you told me never to come here, but I was low on options, and your place was closer." Mami didn't stir in the slightest, her face gaunt and pale. Homura decided it would be best to stay for a while, she needed to ensure her partner would stay safe and alive.

Pulling out a workbook, Homura settled herself down in a desk that rested across from the couch. After a few minutes of trying to work unsuccessfully, she sighed and put down her pencil. looking outside, she saw the night sky shimmer, It was hard to believe it was still rather early considering what had just happened.

Her mistake had been foolish, but luck still seemed to be on Homura's side, since nothing had been lost. Better yet, three grief seeds were gained off of the Puella Magi she'd killed, so all things considered-

"-Mura…" The time-traveller turned to the girl lying on the couch, who was in cold sweat, turning restlessly on her couch. Frowning in concern, Homura stood and walked over, seeing how distressed she was.

"What is it? What's wrong?" Homura asked, stepping over and placing a hand on the girl's forehead. Seeing Mami struggle to speak or move in any way, Homura recognized what the problem was and quickly withdrew her hand.

Holding the purple soul gem to Mami's heart, Homura worked to control the palpitations. In her weaker state, Homura had been susceptible to panic attacks, and even though she could control them herself, it was far easier to do with magic.

Only a few seconds later, Mami had settled down, a single blood-deprived hand grasping Homura's own that lay over her heart. Luckily it had been a minor one, and Mami's caretaker let out a breath of relief that she wasn't even aware she'd been holding.

"Homura...prom-promise me…" It wasn't uncommon for some subconscious speaking to happen, most important right now was calming Mami down.'

"Shh, just relax." The black-haired student lay a cold hand on Mami's forehead, pressing another to her

"N-no. Promise m-me, promise..me yo-you w-won't leave...leave me." The girl under her shivered in spite of the warm night air, gulping for air.

"I promise. I'm right here." Hearing these words seemed to help just as much as the magic, and Mami seemed to relax significantly afterwards.

Homura heaved a sigh before tenderly placing a hand on the blonde's head. The two of them had been close as senpai and kouhai all that time ago. Now their relationship seemed blurred by uncrossable lines and mistrust on both fronts.

Wordlessly turning, Homura went back to her homework, keeping an ear out for any other disturbances, but Mami just groaned quietly. There was still time to recover from minor mistakes, she couldn't count this timeline lost so soon.

Homura had meant the promise she'd made to the sleeping girl, her resolve was _would _be the one, she'd have no reason to leave Madoka-and Mami by extension-ever again if things turned out well.'

She just hoped they would, for once.

"I just don't really get what all the hype is about." Kyouko voiced, shrugging. Sayaka snorted, leaning back on the bench.

"Well, _you_ wouldn't. I haven't really seen you do anything besides eat." Madoka laughed lightly at this as Kyouko straightened up indignantly.

"Hey! I listen to music! Just not all that much classical. I'll bet you any money that you're the only one here that actually cares about that kinda stuff." Sayaka growled with ingenuine anger before turning to another friend.

"Back me up on this, Hitomi!" The green-haired girl laughed airily at being dragged into the conversation, but simply shook her head.

"Sorry Sayaka-san, but Sakura-san has a point...I don't listen to much classical music either." Groaning in defeat, the bluenette raised a hand to her forehead dramatically.

"Shame I'm stuck here with people of such poor taste in music." She drawled in a mockingly aristocratic voice. Madoka joined in the laughter before pausing, her gaze drawn somewhere in the distance, Kyouko noticed, Homura's reminder came unbidden.

"Hey, Madoka, is something bugging you?" Shaking her head distractedly, Madoka didn't shift her gaze away, her eyes glazed over and distant.

"I was just thinking of how easy it is to make new friends." Smiling, she closed her eyes happily. "And how nice it is to have you all here, but it makes me sad to think of if anything ever happened to you all…" Red eyes gave madoka a suspicious once-over, if she was talking like that, it might mean that Madoka knew something she shouldn't...

"Wanna go out for ice cream or something?" Kyouko figured she might as well talk to the girl, give her a bit of advice or encouragement. Not to mention Homura had given her some spending money, might as well make good use of it buying something good and making progress in her mission. Madoka agreed cheerily, but Kyouko couldn't shake the feeling something was off.

As the after-school daze set in, blue sky fading to orange, the two friends sat on opposite sides of a table in a nearby park. They ate silently, neither of them completely sure what to say before Kyouko broke the silence.

"So, listen, about what you said back there…" Scratching the back of her head nervously, Kyouko realized she wasn't entirely sure how she wanted to address the situation. There wasn't an easy way to breach the "do you know about Puella Magi" topic discreetly, espeically since she and Madoka had only known one-another for about a week. At these words, Madoka laughed and waved her off.

"It's nothing, just that...I was wondering what I'd do without all of you." Her feet shuffled beneath her, "I mean, I'm not very close to my parents, and I don't perform well in school or have any other acquaintances." She looked down at a flock of fat city pigeons as they waddled past before bringing her thoughts back to bare. "I guess it's just that, without you, Sayaka, and Hitomi, I'm not sure what I'd do."

Feeling slightly bad for the girl, Kyouko reached over and hesitated, her hand pausing, before placing itself on Madoka's knee. Maybe it wasn't her job to care, but she didn't meet many people with such pure intentions anymore.

Despite herself, she couldn't help noticing that Homura's name wasn't anywhere in this girl's repertoire. To Kyouko before, it had seemed like the two were close, but since she'd met Madoka, Homura hadn't come up once. Duty still nagged at the back of her mind though, so asking about her mysterious partner was stowed, as she felt the need to do her job right and comfort her protégé.

"I can't relate or anything, but I think I get what you mean." Kyouko's thoughts instantly jumped to Homura, who seemed hell-bent on preserving the lives of very specific people. "Still though, worrying about losing your friends won't help anything. Miki-san and Shizuki-san are perfectly fine, so enjoy their company while they're around, right?" Madoka nodded, smiling in a painfully forceful way.

"O-of course, you're right." The both of them stayed quiet for a moment, the silence was less than comfortable. "Kyouko-chan?"

"Yep?" The redhead asked, leaning back.

"You seem pretty smart. Do you know about anyone...or anything that could potentially hurt a lot of people?" Confusion played across Kyouko's face as the rumors regarding Walpurgisnacht played through her head, that it could destroy an entire city if given the opportunity

Too stunned to respond properly, she tried to look like she was thinking on it. "Uhhh-hmm...you mean like a hurricane or an earthquake?"

'_I think,_' A high-pitched, unseen voice threw in, '_She meant something more along the lines of a witch._' Kyuubey leapt up from behind Madoka, soft feet landing on her shoulder as he gazed at Kyouko. '_Hello Sakura Kyouko._'

Confused, the redhead and pinkette exchanged stunned looks between the creature and one-another, both speaking simultaneously.

"You can see him!?"

"You know each-other!?"

A weight settled at the bottom of Kyouko's stomach as Kyuubey continued speaking telepathically.

'_Yes, Madoka. Kyouko is a Puella Magi, she helps protect this city._' Madoka's face switched through several emotions, first surprise, then curiosity, then distress.

"So he wasn't lying…" Madoka's voice sounded hollow and scared, but Kyouko had calmed down considerably, laughing.

"Kyuubey? Naah, he's never really one to lie." Leaning back a bit, she eyed the creature apprehensively. "Not sure why he's talking to you though." Kyuubey met her suspicion without faltering.

"Simple!" Kyuubey said, nuzzling against Madoka's shoulder and putting up the cutesy-wootsie act he often did with new recruits. Kyouko had gotten the same treatment when she was considering a contract. "Kaname Madoka has an enormous amount of latent, untapped potential in her. An almost incalculable amount, really. She would probably become one of the most powerful Puella Magi in known history."

"Oh." Kyouko's mind slowed to a halt. It all made a lot more sense now. "Ooooh." The Akemi girl needed to prevent Madoka from contracting because of how powerful she would be; if Madoka contracted, the grief seeds would all vanish, she would control the largest piece of territory…

It made a lot more sense than the foolish, mysterious love story Kyouko had built up in her own head. Maybe she was becoming too idealistic after all.

Madoka probably needed to be protected as a wild card, if the battle against Walpurgis went really sour. Her thoughts switched back to what Homura had said earlier, _Her importance is on a grander scale than it seems._

"Kyouko-chan?" The Puella Magi turned her head to see Madoka's large pink eyes gazing at her. "What's the matter?"

"N-nothing." Kyouko said, faltering for a moment. Whatever the motivation, she'd still promised she would keep Madoka safe and uncontracted, and she planned to keep it that way. "Well, I don't think you should contract." Suddenly, the pinkette laughed, surprising Kyouko out of the somber lecture she was about to give.

"I wasn't planning on it! With Sayaka-chan and Hitomi-chan, and you too now, I have everything I'd ever want." Her eyes were cast down towards the ground very suddenly. "The only thing I need now is to keep them safe though, and Kyuubey told me that something terrible would happen to you all by the end of this month..."

Ah, that would explain it, the fluffball had told Madoka about Walpurgis to guilt her into contracting. He was crafty, Kyouko had to give him that. Waving airily over her shoulder, Kyouko did her best to reassure the girl; so long as she had nothing she _really_ wanted, this would still be easy enough, even with Kyuubey involved.

"Come on now, Walpurgisnacht is more than enough for me and the friendly neighborhood Puella Magi crew to handle." Madoka gave her a confused look.

"Walpurgisnacht?"

"Yeah, y'know, the witch that's coming at the end of the month." Kyouko scratched the underside of her chin, getting back to concentrating on her ice cream after the stayed quiet though, and after a few minutes of silence, she was only interrupted by Kyouko giving her a pained look and a barely-restrained statement. "Your ice cream is dripping."

Looking down, Madoka confirmed this before giving a cry of surprise and bringing the dessert up to her mouth. Her worries were pushed to the back of her mind as Kyouko told her a particularly funny joke, and for the remainder of the afternoon, the friends exchanged stories and talked the day away. Kyuubey occasionally subjected to petting and scratching as he perched contentedly on Madoka's shoulder.

AN: Sorry again for taking so long, but once summer comes along, chapters should be coming more frequently, also this one was pretty long.

Honestly, if I released them as soon as I write them, they'd come out every 1-4 days, but I always read over the whole thing and fix all errors as well as make things sound better and add any scenes I feel are necessary.

I feel as though quality is better than quantity in this case, since I want to make Möbius Strip something for you guys to remember. That said, know that I work a little bit on the story every single day, so progress is always being made towards another chapter.

Anyhoo, this chapter has had a lot of plot developments, thanks to everyone who followed, faved, and reviewed. It was great hearing your theories, and I'd like to see how they develop as the story goes on.

Seeya in chapter six! :D

_Dominoes take hours to arrange, but one flick to destroy; the more intricate, the more fragile._


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